TERMS AND CONDITIONS

Terms and Conditions as of June 2023

1. Agreement

The scope and terms associated with the Services along with these General Terms and Conditions are together one agreement between L5.ai LLC and Affiliates doing business as L5 (“L5”) and Client, collectively referred to as the “SOW”. The SOW, together with all attachments, schedules, addenda and exhibits, forms the entire agreement between the parties and supersedes any prior representations or agreements, oral or written, and all other communications between the parties relating to the subject matter of the SOW. Any conflicting additional or different terms contained in any other agreement, invoice, or statement of work, as the case may be, are expressly rejected. In the event of a conflict between these General Terms and Conditions, and Special Terms, Conditions and Assumptions under the SOW, the Special Terms, Conditions and Assumptions of the SOW shall take precedence.

2. Term

The SOW begins on the date last signed by the Authorized Representative of each party (the “Effective Date”) and will expire upon one hundred and twenty (120) calendar days of the Effective Date or as otherwise provided in the SOW.

3. Responsibilities

Customer will be responsible for responding to all requests for information within the mutually agreed timelines. Customers are responsible for providing feedback during the meetings scheduled for that purpose, and during validation and testing.
Customers must cooperate fully with L5 staff for timely and completion of agreed upon deliverables.
Payment constitutes acceptance of all terms.

4. Compensation Rates and Payment

Compensation: Customer will pay L5 fees and expenses as set forth in the applicable Ordering Document. L5 shall submit invoices in a form acceptable to Customer. Except as otherwise set forth in the applicable Ordering Document, Customer will remit payment within 15 days receipt of an invoice in proper form from L5. Delayed payments will incur a service charge of an additional 5% per month from the day such amount is due until paid.
Taxes: L5 shall collect and pay appropriate taxing authorities on behalf of Customer, and be reimbursed for, all sales, consumer, and use taxes (“Sales Taxes”) directly related to the Services required to be paid by applicable Sales Tax laws related to the Services provided. L5 warrants and represents that it is liable for payment of such collected Sales Taxes to the applicable taxing authorities and shall secure and pay for all permits and other governmental fees, licenses and inspections required by the Services rendered. In the event that Customer or L5 are found liable for not remitting/collecting enough Sales Taxes as a result of a state or local Sales Tax audit, L5 shall submit additional invoices to Customer for payment and promptly satisfy any Sales Tax obligation. In no event will Customer have any obligation to pay any taxes based on L5’s net income, L5’s corporate franchise taxes, L5’s employment taxes, or other taxes or benefits owed by L5 arising from the employment or independent L5 relationship between L5 and its personnel.
L5 reserves the right to pause all work in the event of overdue invoices.

5. Intellectual Property

Customer agrees that all material and documentation identified as “Deliverables” in the Ordering Document, whether in final production or draft, contain proprietary information of L5. L5 shall grant a perpetual, non-exclusive, royalty-free license to use L5 Material that are embedded in the Work Product to the customer, and only any subsidiaries covered in the agreement.

All L5 software, development tools, processes, methodologies and techniques (“L5 Tools”) owned by L5 and incorporated into or embedded in Deliverables, or used in providing Services shall remain the property of L5.

All Customer data and programs including but not limited to Personally Identifiable Information (PII) and Protected Health Information (PHI) shall remain the property of the Customer at all times. Any Customer data stored in Customer owned Third Party platforms such as ClickUp shall be governed by agreements between Customers and the Third Party provider. L5 shall have no rights or obligations with respect to Customer owned data.

6. Confidential Information

To the extent that, in connection with this Agreement, either party (each, the “receiving party”) comes into possession of any trade secrets or other non-public proprietary or confidential information of the other party or third parties including Customer (the “disclosing party”) (“Confidential Information”), the receiving party will not disclose Confidential Information to any third party without the disclosing party’s consent. In addition, the disclosing party hereby consents to the receiving party disclosing Confidential Information (i) to the extent required by law, rule or regulation, or in accordance with applicable professional standards or rules or (ii) to the extent such information (A) shall have otherwise become publicly available (including, without limitation, any information filed with any governmental agency and available to the public) other than as the result of a disclosure in breach hereof, (B) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party which the receiving party believes is not prohibited from disclosing such information to the receiving party by obligation to the disclosing party, (C) is known by the receiving party prior to its receipt from the disclosing party without any obligation of confidentiality with respect thereto, or (D) is developed by the receiving party without use of the disclosing party’s Confidential Information. The receiving party shall carry out its obligations under this Section using at least the same degree of care as it employs in maintaining in confidence its own proprietary and confidential information, but in no event less than a reasonable degree of care.
Upon termination or expiration of this Agreement, each party shall forthwith return to the other party all Confidential Information of the other party which it has in its possession, as well as any other papers, materials and properties of the other party including all copies thereof and notes thereon; provided, however, that Customer shall not be obligated to return L5’s Confidential Information to the extent it is incorporated or included in Customer’s Deliverables or other materials prepared for the Customer or Customer’s working papers.
Customer acknowledges that publication of case study and customer success story based on L5 methodology is permitted under this definition of Confidential Information agreement. Customer will have the opportunity to review and approve case study and success story prior to publication.

The provisions of this Section 6 shall survive termination or expiration of this Agreement for any reason.

7. Limitation of Liability

Neither party shall, under any circumstances, be liable to the other party for any consequential, indirect, punitive, special, exemplary or incidental damages of any nature whatsoever, even if a party has been apprised of the likelihood of such damages occurring.

The provisions of this Section 7 shall survive termination or expiration of this Agreement for any reason.

8. Termination

Either party may terminate this Agreement and/or any Ordering Document hereunder in whole or in part upon 30 days’ notice. Upon such termination, or at the expiration of this Agreement, Customer shall be liable payment for services performed and any other documented commitments prior to termination or expiration.

9. Governing Law and Jurisdiction

This Agreement will be governed by the law of the State of Minnesota United States of America, without giving effect to the conflicts of laws provisions thereof. The provisions of this section 18 shall survive termination or expiration of this agreement for any reason.

Both parties represent and warrant that each party shall comply in all respects with applicable law, rules, regulations and professional standards or guidelines to which a party conforms (“Laws”). Each party has established policies, protocols and procedures relating to compliance with law (including, without limitation anti-money laundering, anti-bribery, insider trading policies) and established code of ethics and code of conduct (“Policies”). Each party shall ensure that its officers, directors and employees comply with all Laws and Policies.

10. Non-Compete of Customers and Non-Solicitation of Employees

Both parties agree that for the Term of this Agreement and for a period of one (1) year after its expiration or termination:

Either party shall not directly or indirectly solicit, induce, recruit, encourage or otherwise endeavor to cause or attempt to cause any employee or consultant of the other party to terminate their relationship with the other party.
Both parties agree they will not hire any employee or consultant of the other during the term of this Agreement and for one year following termination of this Agreement for any reason, unless that party has the explicit, written consent of the other.

The provisions of this Section 10 shall survive termination or expiration of this Agreement for any reason.

11. Order of Precedence

To the extent of any express conflict or inconsistency between the terms and conditions of a Ordering Document and the terms and conditions of this Agreement, the terms and conditions of this Agreement will control.