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Last Updated: August 20, 2025

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1. Definitions.
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   1. “Authorized User” means Client’s employees, consultants, contractors, agents or other business users: (i) who are authorized by Client to access and use the Platform under this Agreement; and (ii) for whom access to the Platform has been purchased hereunder.
       

   2. “BAA” means the Business Associate agreement entered into between the Parties, which is hereby incorporated by reference and available at https://www.elea.health/en/u-s-business-associate-agreement.
       

   3. “Business Associate” has the meaning set forth in HIPAA. 
       

   4. “Business Contact Data” means Personal Information that relates to Elea’s relationship with Client, including, by way of example and without limitation, the names and contact information of Authorized Users and any other data Elea collects for the purpose of managing its relationship with Client, identity verification, or as otherwise required by applicable laws, rules, or regulations. 
       

   5. “Client Data” means documents, information, data, and other content, in any form or medium, that is submitted, posted, imported into, or otherwise transmitted by or on behalf of Client or an Authorized User through the Platform or in writing (including email), including Patient Data. 
       

   6. “Client-Side Software” means any downloadable software in source or object code form that Elea makes available to Customer for use in connection with the Platform, including any software installed on the Equipment.
       

   7. “Covered Entity” has the meaning set forth in HIPAA.
       

   8. “Documentation” means Elea’s end user documentation relating to the Platform as made available to the Client and Authorized Users.
       

   9. “Elea IP” means the Platform, Client-Side Software, the Documentation, and any and all intellectual property provided to Client or any Authorized User in connection with the foregoing. For the avoidance of doubt, Elea IP includes Usage Data and any information, data, or other content derived from Elea’s provision of the Platform but does not include Client Data or Patient Data.
       

   10. “Equipment” means the Elea-provided tablets or other hardware devices provided for rental during the Subscription Period, as identified in an Order. 
        

   11. “Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby. 
        

   12. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended, including all regulations promulgated thereunder.
        

   13. “Laboratory ” means a medical laboratory covered by an Order, for which Client purchases Platform access. 
        

   14. “Order” means a purchase order, order form, or other ordering document entered into by the Parties that incorporates this Agreement by reference.
        

   15. “Patient” means an individual patient of any Laboratory for whom Client uses Platform to conduct analysis on or otherwise pass Patient Data through the Platform. 
        

   16. “Patient Data” means all information, content, details, and records (which may include Personal Information or PHI) pertaining to Patients of a Laboratory, including but not limited to explanation of benefits summaries. 
        

   17. “Personal Information” means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located, including without limitation all data considered “personal data”, “personally identifiable information”, or something similar under applicable laws, rules, or regulations relating to data privacy.
        

   18. “PHI” means Protected Health Information, as such term is defined in HIPAA. 
        

   19. “Platform” means Elea’s proprietary, artificial intelligence-based software platform for laboratory workflow management and communication, which includes: (i) automated documentation and note-taking capabilities; (ii) workflow management tools for processing laboratory samples and requests; (iii) digital case management functionality; (iv) reporting and billing capabilities; and (v) integration capabilities with third-party management systems for medical facilities.
        

   20. “Subscription Period” means the time period identified on the Order during which Client’s Authorized Users may access and use the Platform. 
        

   21. “Third-Party Products” means any third-party products provided with, integrated with, or incorporated into the Platform, including but not limited to third party messaging applications.
        

   22. “Usage Data” means usage data collected and processed by Elea in connection with Client’s use of the Platform, including without limitation metadata, activity logs, and data used to optimize and maintain performance of the Platform, and to investigate and prevent system abuse. For purposes of clarity Client Data is not Usage Data and Usage Data does not contain Personal Information or any other Client Data.
        

   23. “Usage Limitations” means the usage limitations set forth in this Agreement and the Order, including without limitation any limitations on the number of Authorized Users (if any), selected product or Platform modules or inclusions, or similar limitations agreed upon by the Parties.
        

2. ​Access and Use; Equipment.
    

   1. Provision of Access. Subject to and conditioned on Client’s compliance with the terms and conditions of this Agreement, Client may, solely through its Authorized Users, access and use the Platform during the Subscription Period on a non-exclusive, non-transferable (except in compliance with Section 13.8), and non-sublicensable basis. Such use is limited to Client’s internal business purposes and the features and functionalities specified in the Order, including any Usage Limitations. The foregoing includes a limited license for Customer to install and use the Client-Side Software on Equipment, solely in support of Customer’s authorized use of the Platform. Each Authorized User must have its own unique account on the Platform and Authorized Users may not share their account credentials (“Client Credentials”) with one another or any third party. Client will be responsible for all of the acts and omissions of its Authorized Users in connection with this Agreement and for all use of Authorized Users’ accounts.
       

   2. Documentation License. Subject to and conditioned on Client’s compliance with the terms and conditions of this Agreement, Elea hereby grants to Client a non-exclusive, non-transferable (except in compliance with Section 13.9), and non-sublicensable license to use the Documentation during the Subscription Period solely for Client’s internal business purposes in connection with its use of the Platform.
       

   3. Use Restrictions. Client shall not use the Platform for any purposes beyond the scope of the access granted in this Agreement. Client shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of any Elea IP, whether in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform or Documentation to any third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any underlying software component or source code of the Platform, in whole or in part; (iv) remove any proprietary notices from any Elea IP; (v) use any Elea IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) access or use any Elea IP for purposes of competitive analysis of Elea or the Platform, the development, provision, or use of a competing software service or product, or any other purpose that is to Elea’s detriment or commercial disadvantage; (vii) bypass or breach any security device or protection used by the Platform or access or use the Platform other than by an Authorized User through the use of valid Client Credentials; or (viii) input, upload, transmit, or otherwise provide to or through the Platform any information or materials, including Client Data , that are unlawful or injurious or that infringe or otherwise violate any third party’s intellectual property or other rights, or that contain, transmit, or activate any Harmful Codes.
       

   4. Access to Equipment. Subject to terms of this Agreement, during the Subscription Period (defined below), Elea will provide Client with access to the Equipment specified in the applicable Order in accordance with the pricing terms specified therein.
       

   5. Delivery; Setup. Elea shall deliver all Equipment in accordance with the terms specified in the applicable Order (ex-works at the shipping facility, Incoterms 2020). Without limiting the foregoing, Client shall pay all fees relating to the delivery of the Equipment (including, without limitation, third party shipping charges and insurance coverage). If Elea and Client mutually agree to set up of the Equipment by Client or Client’s third party, they shall set up the Equipment for use in accordance with Elea’s Documentation (including, without limitation, setup of any Third-Party Products and any integration with Client’s internal systems). Client shall have a maximum of sixty (60) days from receipt of Equipment to activate and set up the Services before fees begin.
       

   6. Equipment Restrictions and Use. Client shall handle, operate and maintain the Equipment under proper conditions to preserve quality and prevent damage or other loss, and Client shall be solely liable for any damage or loss thereof. In the event of damage or loss of Equipment, Client will promptly notify Elea of any such damage or loss, and pay Elea the replacement value of such Equipment within sixty (60) days of such notification. Client shall not make any modification, alteration or addition to any Equipment without the prior written consent of Elea.
       

   7. Equipment Acceptance. Client may inspect the Equipment up to sixty (60) days upon receipt (the “Inspection Period”). If during such Inspection Period Client finds a material defect in any such Equipment, Client shall reject such Equipment by notifying Elea of such rejection within the Inspection Period. As Client’s sole and exclusive remedy for a rejected Equipment, and as Elea’s sole and exclusive liability, Elea shall replace such rejected Equipment as soon as commercially practicable at its sole expense.
       

   8. Return. At the end of the Term (or at any time that Elea provides Client with new Equipment), Client shall have sixty (60) days to return any Equipment then in its possession to Elea in good condition, normal wear and tear excepted, to such address as directed by Elea. Client shall be liable for any damage or other loss of Equipment during return transit. If Client fails to return any Equipment within sixty (60) days after the end of the Term or upon its replacement by Elea, Client will be liable for such Equipment and, at Elea’s sole discretion, Client must (x) continue to pay any applicable fees set forth in the Order until such Equipment is returned (or until Elea has received the replacement value of such Equipment) or (y) pay Elea the replacement value of such Equipment within sixty (60) days’ after Elea’s request. For purposes of clarity, the replacement value of any individual item of Equipment will be determined by Elea in its reasonable discretion.​
       

   9. Reservation of Rights. Elea reserves all rights not expressly granted to Client in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Client or any third party any intellectual property rights or other right, title, or interest in or to the Elea IP.
       

   10. Suspension. Notwithstanding anything to the contrary in this Agreement, Elea may temporarily suspend Client’s and any Authorized User’s access to any portion or all of the Platform if: (i) Elea reasonably determines that (a) there is a threat or attack on any of the Elea IP; (b) Client’s or any Authorized User’s use of the Elea IP disrupts or poses a security risk to the Elea IP or to any other Client or vendor of Elea; (c) Client, or any Authorized User, is using the Elea IP for fraudulent or illegal activities; (d) subject to applicable law, Client has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (e) Elea’s provision of the Platform to Client or any Authorized User is prohibited by applicable law; or (f) any Client Data  submitted, posted, or otherwise transmitted by or on behalf of Client or an Authorized User through the Platform may infringe or otherwise violate any third party’s intellectual property or other rights; (ii) any vendor of Elea has suspended or terminated Elea’s access to or use of any Third-Party Products required to enable Client to access the Platform; or (iii) in accordance with Section 5.1 (any such suspension described in sub-clauses (i), (ii), or (iii), a “Service Suspension”). Elea shall use commercially reasonable efforts to provide written notice of any Service Suspension to Client and to provide updates regarding resumption of access to the Platform following any Service Suspension. Elea shall use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Elea will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Client or any Authorized User may incur as a result of a Service Suspension. 
        

   11. Business Contact Data and Usage Data. Notwithstanding anything to the contrary in this Agreement, Elea may process Business Contact Data and Usage Data: (i) to manage the relationship with Client; (ii) to carry out Elea’s core business operations, such as accounting, audits, tax preparation and for filing and compliance purposes; (iii) to monitor, investigate, prevent and detect fraud, security incidents and other misuse of the Platform, and to prevent harm to Elea, Client, and Elea’s other Clients; (iv) for identity verification purposes; and (v) to comply with applicable laws, rules, and regulations relating to the processing and retention of Personal Information to which Elea is subject. As between the Parties, Elea owns and retains all right, title, and interest in and to Usage Data, and may use it for any lawful purpose, including but not limited to Platform optimization, testing, and improvement.
        

3. Client Responsibilities.
    

   1. General. Client is responsible and liable for all uses of the Platform and Documentation resulting from access provided by Client, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Client is responsible for all acts and omissions of Authorized Users, any communications or messages transmitted to Patients or other third parties via the Platform, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Client will be deemed a breach of this Agreement by Client. Client shall comply with all applicable laws in its provision of any Patient Data to Elea hereunder (via the Platform or otherwise) and shall be solely responsible for providing any required notices and obtaining all necessary authorizations, consents, or other rights required to manage Patient Data (and any PHI contained therein) within the Platform. Without limitation, Client expressly represents warrants, and covenants that it is in compliance with, and all times during the Subscription Period shall comply with its obligations under HIPAA to the extent applicable. Notwithstanding the foregoing, Elea shall comply with all applicable requirements and limitations related to international data transactions with countries of concern or covered persons, including those involving potential onward transfers, as such terms are defined in 28 CFR Part 202. 
       

   2. Client Data Restrictions and Limited License. Client may not upload to the Platform any Client Data it does not have sufficient rights to upload. Client hereby grants to Elea a limited, non-exclusive, royalty-free, worldwide license to use and display the Client Data, and perform all acts with respect to the Client Data solely as may be necessary for Elea to provide the Platform to Client and Authorized Users during the Subscription Period. 
       

   3. Third-Party Products. Elea may from time to time make Third-Party Products available to Client or Elea may allow for certain Third-Party Products to be integrated with the Platform to allow for the transmission of Client Data or Patient Data from such Third-Party Products into the Platform. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. Elea is not responsible for the operation of any Third-Party Products and makes no representations or warranties of any kind with respect to Third-Party Products or their respective providers. If Client does not agree to abide by the applicable terms for any such Third-Party Products, then Client should not install or use such Third-Party Products. By authorizing Elea to transmit Client Data from Third-Party Products into the Platform, Client represents and warrants to Elea that it has all right, power, and authority to provide such authorization.
       

   4. Client Control and Responsibility. Client has and will retain sole responsibility for: (i) all Client Data (including all Patient Data contained therein), including its content and use; (ii) all information, instructions, and materials provided by or on behalf of Client or any Authorized User in connection with the Platform, including data processing instructions with respect to Patient Data and complying with any age-related restrictions arising from any Client Data; (iii) Client's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Client or through the use of third-party platforms or service providers ("Client Systems"); (iv) the security and use of Client's and its Authorized Users' Client Credentials; and (v) all access to and use of the Platform directly or indirectly by or through the Client Systems or its or its Authorized Users' Client Credentials, with or without Client's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
       

4. ​Support. During the Subscription Period, Elea shall use commercially reasonable efforts to provide Client with customer support.
    

5. Fees and Taxes. 
    

   1. Fees. Client shall pay Elea the fees (“Fees”) at the pricing identified in the Order or other referenced Documentation. Fees paid by Client are non-refundable. Client shall make all payments hereunder in US dollars by ACH, check, or another payment mutually agreed upon by the Parties in writing. 
       

   2. Taxes. All Fees and other amounts payable by Client under this Agreement are exclusive of taxes and similar assessments. Client is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on Elea’s income.
       

6. ​Confidential Information.
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   1. Definition. From time to time during the Subscription Period, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that: (i) is marked, designated or otherwise identified as “confidential” or something similar at the time of disclosure or within a reasonable period of time thereafter; or (ii) would be considered confidential by a reasonable person given the nature of the information or the circumstances of its disclosure (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party without use of, reference to, or reliance upon the disclosing Party’s Confidential Information. 
       

   2. Duty. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees, contractors, and agents who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder (“Representatives”). The receiving Party will be responsible for all the acts and omissions of its Representatives as they relate to Confidential Information hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; (ii) where Elea is the receiving party, to provide services hereunder ;or (iii) to establish a Party’s rights under this Agreement, including to make required court filings. Further, notwithstanding the foregoing, each Party may disclose the terms and existence of this Agreement to its actual or potential investors, debtholders, acquirers, or merger partners under customary confidentiality terms.
       

   3. Return of Materials; Effects of Termination/Expiration. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and, upon written request, certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-use and non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire three (3) years from the date of termination or expiration of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
       

7. ​Data Security and Processing of Personal Information and PHI. 
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   1. Security Measures. Elea will implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Client Data (including Personal Information and PHI exchanged as part of Patient Data and Business Contact Data) from unauthorized access, use, alteration, or disclosure. 
       

   2. Processing of Personal Information. To the extent Client provides Personal Information to Elea within Client Data, Elea will act as a processor or service provider with respect to such information, while Client shall act as a controller, as each of those terms is defined under applicable law. 
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   3. Processing of PHI. To the extent Client or any Laboratory  is a Covered Entity, and Elea acts as a Business Associate in its provision of the Platform, the BAA shall govern the exchange of any PHI between the Parties. 
       

8. Intellectual Property Ownership; Feedback.
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   1. Elea IP and Third-Party Products. Client acknowledges that, as between Client and Elea, Elea owns all right, title, and interest, including all intellectual property rights, in and to the Elea IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products. 
       

   2. Client Data. Elea acknowledges that, as between Elea and Client, Client owns all right, title, and interest, including all intellectual property rights, in and to the Client Data. 
       

   3. Feedback. If Client or any of its employees or contractors sends or transmits any communications or materials to Elea by mail, email, telephone, or otherwise, suggesting or recommending changes to the Elea IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Elea is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback.
       

9. ​Warranty Disclaimer. THE ELEA IP IS PROVIDED “AS IS” AND ELEA AND ITS SUPPLIERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ELEA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE LABORATORY. ELEA MAKES NO WARRANTY OF ANY KIND THAT THE ELEA IP, OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT’S, LABORATORIES’, PATIENTS’ OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER PLATFORM, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ELEA WILL HAVE NO LIABILITY FOR DECISIONS BASED ON INFORMATION, METRICS, INSIGHTS OR DATA PROVIDED VIA THE PLATFORM, OR CLIENT’S USE THEREOF OR RELIANCE THEREON. ELEA DOES NOT GUARANTEE THE EFFECTIVENESS OR SUITABILITY OF ITS PLATFORM FOR ANY PARTICULAR PURPOSE. CLIENT IS SOLELY RESPONSIBLE FOR REVIEWING ANY OUTPUTS OR CONTENT PROVIDED BY THE PLATFORM AHEAD OF USING IT. ELEA SHALL HAVE NO LIABILITY FOR THE CONTENTS OF ANY CLIENT DATA GENERATED FROM ITS PLATFROM. THE ELEA IP IS NOT INTENDED TO PROVIDE MEDICAL ADVICE, AND ELEA DISCLAIMS ALL LIABILITY FOR ANY MISUSE OF ITS PLATFORM FOR ANYTHING OTHER THAN ITS INTENDED PURPOSE.
    

10. Indemnification. 
     

    1. ​Elea Indemnification.
        

       1. Elea shall indemnify, defend, and hold harmless Client from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Client resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) brought against Client alleging that the Platform, or any use of the Platform in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights.
           

       2. If such a claim is made or appears possible, Client agrees to permit Elea, at Elea’s sole discretion: to (i) modify or replace the Platform, or component or part thereof, to make it non-infringing; or (ii) obtain the right for Client to continue use. If Elea determines that neither alternative is reasonably commercially available, Elea may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Client. 
           

       3. This Section 10.1 will not apply to the extent that the alleged infringement arises from: (i) use of the Platform in combination with data, software, hardware, equipment, or technology not provided by Elea or authorized by Elea in writing; (ii) modifications to the Platform not made by Elea; (iii) Client Data; or (iv) Third-Party Products. 
           

    2. Client Indemnification. Client shall indemnify, hold harmless, and, at Elea’s option, defend Elea and its employees, contractors, officers, directors and agents, from and against any Losses resulting from any Third-Party Claim alleging that the Client Data, or any use of the Client Data (including any Patient Data) in accordance with this Agreement, infringes, misappropriates, or violates such third party’s intellectual property, proprietary, privacy, contractual or other rights (including any Third-Party Claims arising from infringing activity described in Section 10.1(c)(i)-(iv) and any Third-Party Claims based on Client’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Platform in a manner not authorized by this Agreement; or (iii) any breach of the BAA or violation of applicable law; in each case provided that Client may not settle any Third-Party Claim against Elea unless Elea consents to such settlement, and further provided that Elea will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
        

    3. Sole Remedy. SECTION 10.1 SETS FORTH CLIENT’S SOLE REMEDIES AND ELEA’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE PLATFORM INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 
        

11. ​Limitations of Liability. IN NO EVENT WILL ELEA BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH IT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL ELEA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO ELEA BY CLIENT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING EVENT GIVING RISE TO THE CLAIM. 
     

12. Subscription Period and Termination.
     

    1. Subscription Period. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect for the period identified in the Order (the “Initial Subscription Period”). This Agreement will automatically renew for additional successive terms equal to the length of the Initial Subscription Period unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term (each a “Renewal Subscription Period” and together with the Initial Subscription Period, the “Subscription Period”).
        

    2. Termination. In addition to any other express termination right set forth in this Agreement:
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       1. Elea may terminate this Agreement (included any underlying Orders), effective on written notice to Client, if Client: (i) fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Elea’s delivery of written notice thereof; or (ii) breaches any of its obligations under Section 2.3, Section 3.1 or Section 6;
           

       2. either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching Party provides the breaching Party with written notice of such breach; or
           

       3. either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
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    3. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Client shall immediately discontinue use of the Elea IP and, without limiting Client’s obligations under Section 6, Client shall delete, destroy, or return all copies of the Elea IP and certify in writing to the Elea that the Elea IP has been deleted or destroyed. Prior to termination or expiration of this Agreement, Client shall make reasonable efforts to export all Client Data it requires from the Platform. Elea shall retain all Client Data for the shorter of thirty (30) days after the expiration of the Subscription Period or the longest retention period applicable to Elea under applicable law. During such period, Client has the opportunity to export its Client Data, and then Elea will delete and/or destroy all Client Data from its systems.  No expiration or termination will affect Client’s obligation to pay all Fees that may have become due or incurred before such effective date of expiration or termination or entitle Client to any refund.
        

    4. Survival. This Section 12.4 and Sections, 6, 8, 11 and 13 shall survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
        

13. ​Miscellaneous.
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    1. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement; and (ii) second, any other documents incorporated herein by reference.
        

    2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), via email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
        

    3. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
        

    4. Waiver. No failure or delay by either Party in exercising any right or remedy available to it in connection with this Agreement will constitute a waiver of such right or remedy. No waiver under this Agreement will be effective unless made in writing and signed by an authorized representative of the Party granting the waiver.
        

    5. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
        

    6. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware 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 Delaware. 
        

    7. Dispute Resolution. Any dispute arising from or relating to the subject matter of this Agreement that cannot be resolved thereby within a period of sixty (60) days after notice of a dispute has been given by one Party hereunder to the other, must be finally settled by arbitration in New York, NY using the English language in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS (formerly operating as, Judicial Arbitration and Mediation Services, Inc.) then in effect, by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes, who may or may not be selected from the appropriate list of JAMS arbitrators. If the Parties cannot agree upon the number and identity of the arbitrators within fifteen (15) days following the Arbitration Date, then a single arbitrator will be selected on an expedited basis in accordance with the Arbitration Rules and Procedures of JAMS. The arbitrator(s) will have the authority to grant specific performance and to allocate between the Parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator(s) may determine. The prevailing Party in the arbitration will be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each Party will have the right to seek equitable relief from any court of competent jurisdiction. For all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in New York County, New York.
        

    8. Assignment. Client may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Elea. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. 
        

    9. Export Regulation. The Platforms utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Client shall not, directly or indirectly, export, re-export, or release the Platform or the underlying software or technology to, or make the Platform or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Client 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 Platform or the underlying software or technology available outside the US. 
        

    10. US Government Rights. Each of the Documentation and the software components that constitute the Platform is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Client is an agency of the US Government or any contractor therefor, Client only receives those rights with respect to the Platform and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
         

    11. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Client, Section 2.3, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise. 
         

    12. Publicity. Elea may identify Client as a user of the Platform and may use Client’s name, logo, and other trademarks in Elea’s Client list, press releases, blog posts, advertisements, and website (and all use thereof and goodwill arising therefrom shall inure to the sole and exclusive benefit of Client). Upon Elea’s request, Client shall consider participating with Elea in authoring and publishing a case study documenting its use of the Platform. Otherwise, neither Party may use the name, logo, or other trademarks of the other Party for any purpose without the other Party’s prior written approval.