Loxo Services Agreement

‍This Services Agreement (the “Agreement”) governs the use of Loxo’s Services (as defined below). This  Agreement is entered into by and between Loxo Holdings, Inc. (“Loxo” or “we”) and the entity that is purchasing our Services (“Customer” or “you”). The Agreement is effective on the earlier of when you click to accept the Agreement and your first use of the Services (the “Effective Date”).

By creating or administering a Loxo account and accessing or using our Services, you agree to be bound by the Agreement, along with the Data Processing Agreement and our Acceptable Use Policy, and all attachments hereto or other terms that link to the Agreement, all of which are incorporated into and form a part of the Agreement. If you are entering into the Agreement on behalf of a company, organization, or similar entity, you are agreeing to the Agreement for that entity and representing to Loxo that you have the authority to bind such entity to the Agreement.‍

1. Definitions.

1.1. “Acceptable Use Policy” or “AUP” means the then-current acceptable use policy for the Services as may be updated by Loxo from time to time, currently located at: https://www.loxo.co/legal/acceptable-use-policy.

1.2. “Aggregated Data” means summary-level data, information, statistics, analyses, benchmarks, metrics, insights, or other materials that do not reasonably identify Customer as the source of the underlying Customer Data, or identify Customer or any individual.

1.3. “AI Services” means any artificial intelligence, machine learning, or automated decision-making features, tools, or capabilities provided by Loxo through or as part of the Services that incorporate or are powered by AI Tools.

1.4. “AI Tools” means any and all tools, applications, products or features that use artificial intelligence, including predictive software or algorithms, neural networks, machine learning models, large language models, and all other similar technology.

1.5. “Applicable Privacy Laws” has the meaning given such term in the DPA.

1.6. “Authorized User” has the definition given such term in Section 4.1 hereof.

1.7. “Credits” means units of prepaid usage purchased by Customer and redeemable against eligible Services features or functionalities as designated by Loxo from time to time, including without limitation data exports, data downloads, contact credits, API calls, or such other uses as Loxo may make available for Credit redemption**.**

1.8. “Customer Account” means the account Customer uses to access the Services.

‍1.9. “Customer Data” means any electronic data or information of any type, that is submitted, uploaded or imported to the Services by or on behalf of Customer, including Input.

1.10. “Data Processing Agreement” or “DPA” means our Data Processing Agreement located at https://www.loxo.co/legal/dpa.

1.11. “Data Protection Laws” has the definition given such term in the Data Processing Agreement.

1.12. “De-Identified Data” means data (other than Aggregated Data) derived from Customer Data that has been processed to remove or obscure identifiers such that it cannot reasonably be used to identify Customer or any individual.

1.13. “Documentation” means any user operating guides regarding the Services that Loxo makes available to Customer, including via Loxo’s website, as the same may be updated from time to time.

1.14. “Input” means any data, query, prompt, instruction, or other information submitted by Customer or Authorized Users, or on their behalf, to the AI Services.

1.15. “Loxo Data” means all data, documents, reports and analytics accessible in and through the Services.

1.16. “Output” means any content, data, recommendation, analysis, prediction, or other result generated by AI Services in response to an Input.

1.17. “Order Form” means an ordering document for the Services, including an online registration page.

1.18. “Personal Data” has the definition given such term in the Data Processing Agreement.

1.19. “Plan” has the meaning given such term in Section 10.1.

1.20. “Services” means Loxo’s cloud-based talent discovery, candidate sourcing, recruitment and talent intelligence platform that may include related functionality and tools and AI Services, and the provision of access to and use thereof, in each case as set forth in an Order Form. “Services” also includes the Loxo Data, API, MCP and related services.

2. Eligibility.

2.1. You may use the Services only if you can form a binding contract with Loxo, and only in compliance with the Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Services by anyone under 18 is strictly prohibited and in violation of this Agreement. The Services are not available to Customers previously removed from the Services by Loxo. By registering for a Customer Account, you represent and warrant that (A) you are at least 18 years of age, (B) you will use the Services in accordance with the Agreement and all applicable local, state, national and international laws, rules and regulations, and (C) if registering on behalf of a company, organization or other entity, you are an authorized representative of the entity and have the authority to bind such entity to this Agreement.

3. Services.

3.1. License to Services. Subject to the terms and conditions of this Agreement and the payment of all relevant fees, Loxo grants to Customer a limited, non-exclusive, revocable, nontransferable, non-sublicensable license during the Term to use the Services (including the Loxo Data to the extent included in the Services purchased by Customer) in accordance with this Agreement and all relevant Documentation, including the usage limitations specified in the Documentation and the relevant Order Form.

3.2. Credits. Loxo may make available for purchase Credits redeemable against eligible features or functionalities of the Services as designated by Loxo from time to time. Credits must be purchased in the amounts and at the rates set forth in the applicable Order Form or Loxo's then-current rate schedule. Credits have no cash value, are non-refundable, non-transferable, non-sublicensable and non-assignable, and do not constitute a deposit or financial instrument of any kind. Unless otherwise specified in the applicable Order Form, unused Credits expire at the end of the subscription period set forth on an Order Form and will not roll over. The redemption rate applicable to each eligible use type shall be as set forth in the applicable Order Form or the Documentation, and Loxo reserves the right to add, modify, or discontinue eligible redemption uses upon thirty (30) days' prior written notice to Customer. Customer is solely responsible for tracking its Credit balance, and Loxo shall have no liability for features or functionalities rendered inaccessible as a result of Customer's Credit exhaustion.

3.3. Use and Use Restrictions. Customer will only use the Services, including the Loxo Data, for its legitimate internal business purposes in accordance with this Agreement. Customer’s use of the Services will at all times comply with all applicable laws. Customer will not and will not permit any third party to: (i) use, copy, scrape, extract, modify or otherwise prepare derivative works of the Services, or any portion thereof, unless expressly authorized in this Agreement, (ii) export or download the Loxo Data or use the Loxo Data independent of the rest of the Services except to the extent Customer has redeemed Credits expressly permitting such export or download, and then only for the amount of Loxo Data that such redeemed Credits entitle Customer to export or download;  (iii) modify or disable the Services or use the Services in any manner that interferes with or disrupts the integrity or performance of the Services or related systems, network or data; (iv) use the Services to develop any product, API, artificial intelligence model, or capability that competes with the Services; (v) reverse engineer, disassemble, alter or decompile the Services, or otherwise attempt to derive or modify the source code of, or any processes, techniques, methods, specifications, protocols, algorithms, interfaces, data structures, or other information embodied or used in the Services; (vi) sell, resell, sublicense, transfer, or distribute any or all of the Services; (vii) use the Services to create, collect, transmit, store, use, or process any data that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); (viii) use the Services, or allow the transfer, transmission, export, or re-export of the Services or portion thereof, in violation of any export control laws or regulations administered by the U.S. Commerce Department or any other government agency; (ix) remove any copyright, trademark, proprietary rights, disclaimer, or warning notice included on or embedded in any part of the Services or any other materials provided by Loxo or (x) use the Services in violation of the AUP.

3.4. API Usage. If Loxo makes access to APIs available as part of the Services, Loxo reserves the right to place limits on access to such APIs (e.g., limits on numbers of calls or requests). Further, Loxo may monitor Customer’s usage of such APIs and limit the number of calls or requests Customer may make if Loxo believes that Customer’s usage is in breach of this Agreement or may negatively affect the security, operability, or integrity of the Services (or otherwise impose liability on Loxo).

3.5. Suspension of Services. If Loxo becomes aware that Customer's use of the Services violates any part of Section 3.3, Loxo will notify Customer and request that Customer correct the violation. If Customer fails to correct the violation within 24 hours of Loxo's request, then Loxo may suspend all or part of Customer's use of the Services, including the Loxo Data, until the violation is corrected and Customer will not be relieved of its payment obligations during such suspension. In addition to its other rights of suspension, Loxo may also suspend all or part of Customer's use of the Services without prior notice if (i) Loxo reasonably believes suspension is needed to protect the Services, Loxo’s infrastructure supporting the Services, or any other customer of the Services ; (ii) there is suspected unauthorized third-party access to the Services; or (iii) Loxo reasonably believes that immediate suspension is required to comply with any applicable law. Loxo will lift any such suspension when the circumstances giving rise to the suspension have been resolved. At Customer's request, Loxo will, unless prohibited by applicable law, notify Customer of the basis for the suspension as soon as is reasonably possible.

3.6. Updates to Services. Loxo may make changes to the Services from time to time, including by adding or removing features, increasing or decreasing capacity limits, offering new services or discontinuing certain services. Except to the extent that you have prepaid for certain Services, we will not be liable for any change to or any discontinuation of the Services or your access to them.

3.7. Beta Services. From time to time, Loxo may make available services or functionality to you that are not generally made available to our customers and/or are designated as alpha, beta, pilot, preview, or similar designation (“Beta Services”). The purpose of Beta Services testing is to evaluate the functionality, performance, and usability of the Beta Services. By accessing or using the Beta Services, you understand, acknowledge and agree that the Beta Services (a) are not a final product and may contain defects, bugs, and other issues; and (b) are being provided solely on an “AS IS” and “AS AVAILABLE” basis without any warranty or indemnity of any kind, and may be modified or discontinued in our sole discretion. YOU ASSUME ALL RISKS AND COSTS ASSOCIATED WITH YOUR USE OF THE BETA SERVICES. Additionally, we are not obligated to provide any maintenance, technical or other support for the Beta Services.

4. Authorized Users; Customer Account.

4.1. Authorized Users. Customer may authorize certain of its employees, subcontractors, and other agents to access and use the Services on behalf of Customer (collectively, the “Authorized Users”) in accordance with the terms herein, provided that Customer shall remain fully responsible for all such use and access by the Authorized Users, including, without limitation, the Authorized Users’ compliance with the scope of the license granted to Customer hereunder, the use and use restrictions (including the AUP), and Customer’s confidentiality obligations under this Agreement.

4.2. Accounts. Customer will ensure that Authorized Users only use the Services through the Customer Account. Customer will not allow any Authorized User to share the Customer Account with any other person. Customer is responsible for maintaining the security of and access to its passwords and files and is responsible for all uses of the Services with or without its knowledge or consent. Customer will use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services. Customer will not disclose passwords, certificates, authorizations, or other access controls to anyone other than Authorized Users, and Customer will use reasonable efforts to prevent unauthorized access to the foregoing. Customer will notify Loxo immediately of any actual or suspected unauthorized access to or use of the Services. Loxo reserves the right to suspend, deactivate, or replace the Customer Account if it determines that the Customer Account may have been used for an unauthorized purpose. To the maximum extent allowed by law, Loxo is not liable for any losses caused by unauthorized use of Customer Accounts.‍

5. Posting To Job Boards.

5.1.  Loxo provides direct posting to both free and paid job boards (“Third Party Boards”); provided, however, Loxo agrees that it will not publish any of Customer’s listings, postings or other data or Customer Data on any Third-Party Board without Customer requesting such postings by using the publishing features of the Services. Customer acknowledges that Loxo does not have control over the Third-Party Boards and that Loxo does not provide any guarantees regarding Customer’s use thereof, including with respect to their efficacy or performance. By using the Services to post Customer Data, Customer agrees that the Customer Data will meet both the requirements of this Agreement as well as the terms of use and any other rules or guidelines required by the Third-Party Boards (such terms, rules and guidelines, “Third-Party Board Terms”). Customer also agrees to comply in all respects with the Third-Party Board Terms. Customer will indemnify and hold Loxo harmless from any losses in connection with any dispute between Customer and the Third Party Boards or in connection with Customer’s violation of the Third-Party Board Terms.‍

6. AI Services.

6.1. General. Customer may opt to use certain AI Services as part of the Services. To the extent Customer uses the AI Services, Customer shall be responsible for (i) the lawfulness of all Inputs, (ii) the lawful use of all Outputs, (iii) all decisions, actions, or inactions arising from its use of the AI Services, including, without limitation, ensuring such decisions, actions, or inactions comply with applicable laws and with the AUP, (iv) making any required disclosures to candidates regarding the use of AI and automated decision-making, and (v) complying with any legal or regulatory obligations or requirements its use of the AI Services may trigger.

6.2. Input and Output. Customer is responsible for all Input it submits to the AI Services. By submitting Input to the Services, Customer represents and warrants that it has all rights, licenses, and permissions that are necessary for Loxo to process the Input under this Agreement. Customer also represents and warrants that the Input it submits and its use of the Output will not violate this Agreement, the Acceptable Use Policy, or any laws or regulations applicable to the Input and/or the Output. As between Loxo and Customer, and to the extent permitted by applicable law, Customer retains any right, title, and interest that it has in the Input it submits. As between the parties, Customer shall own the Output provided, that Customer’s rights in the Output shall be subject to (i) Loxo’s ownership rights in the Loxo Data, and (ii) Customer’s compliance with the use restrictions set forth in the Agreement including the AUP. All restrictions that apply to the use of Loxo Data will apply to Output that contains Loxo Data.

7. Compliance With The Fair Credit Reporting Act (FCRA)

7.1. Not a Consumer Reporting Agency. Loxo is not a “consumer reporting agency” as defined by the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.) ("FCRA"). The Loxo Data and Output provided through the Service do not constitute "consumer reports" as defined by the FCRA.

7.2. Prohibited Use Cases (No Eligibility Determinations). Customer expressly agrees and warrants that it shall NOT use the Data, AI Services or Output, in whole or in part, as a factor in determining an individual’s eligibility for:

• Employment: Including, but not limited to, hiring, firing, promotion, or reassignment;

• Credit or Insurance: To be used for personal, family, or household purposes;

• Government Benefits: Or any other purpose for which a consumer report would be used under the FCRA.

7.3. Sourcing and Outreach For Recruitment Only. Customer acknowledges that the Service is intended solely as a top-of-funnel sourcing and professional outreach tool for recruitment. The Service is designed to assist Customers in identifying and initiating contact with potential passive candidates.

7.4. Customer Responsibility & Independent Verification. Customer agrees that Loxo does not make any employment decisions. All final decisions regarding whether to interview, engage, or hire a candidate are made solely by the Customer and its hiring managers. Customer agrees to independently verify all candidate information through official channels (such as a licensed third-party background check provider) before making any final employment offer or adverse decision.

7.5. Indemnification. Customer shall indemnify and hold Loxo harmless from any legal action, regulatory fine, or liability arising from Customer’s use of the Data or Services in violation of the FCRA or any other applicable employment or privacy laws.

7.6. Customer Warranty. Customer expressly agrees and warrants that it has complied with any applicable requirements of the FCRA, including, but not limited to, 15 U.S.C. § 1681b(b)(2), and that Customer will comply with 15 U.S.C. § 1681b(b)(3) if it becomes applicable. Customer also expressly agrees and warrants that it is solely responsible for abiding by any applicable requirements of the FCRA, including any notification of consumer rights (see: https://www.consumer.ftc.gov/sites/default/files/articles/pdf/pdf-0096-fair-credit-reporting-act.pdf) and other state and federal laws.  Loxo is not responsible for Customer’s own compliance with the FCRA and other state and federal laws.

8. Data Privacy and Security; Usage Data.

8.1. Customer Data. Customer is responsible for all consents and notices required to permit (i) Customer's use and receipt of the Services and (ii) Loxo’s accessing, storing, and processing of data provided by Customer (including Customer Data) under this Agreement. Loxo will act as a Processor (as defined in the DPA) of the Personal Data contained in the Customer Data and the DPA sets out the parties obligations with respect to the Processing of such Personal Data in accordance with Applicable Privacy Law. Loxo has implemented and will maintain technical, organizational, and physical measures to protect Customer Data, as further described in the DPA.

8.2. Usage Data. Loxo may collect data while providing the Services to you, such as account information and settings, prompts, billing history, usage details, operational status, authentication details, quality and performance metrics, and other technical details necessary for Loxo to operate and maintain the Services (“Usage Data”). Customer acknowledges that Loxo uses the Usage Data for business purposes related to the ongoing operation, development and improvement of the Services. Loxo will not disclose Usage Data externally unless it is (i) de-identified so that it does not identify Customer, its Authorized Users or any other person and (ii) aggregated with data across other customers.

9. Third-Party Services.

9.1. The Services may contain links to or integrations with third-party websites, platforms, applications, or services (collectively, “Third-Party Services”) that are subject to different terms and privacy practices. Customer’s use of and interactions with Third-Party Services are governed by the third party’s terms and not by this Agreement.

9.2. Loxo does not own or control Third-Party Services and is not responsible or liable for any aspect of such Third-Party Services, including but not limited to any harm or damages related to any interactions or transactions Customer may have with Third-Party Services (such as any information, content, or materials provided by Third-Party Services). Loxo does not support Third-Party Services or other non-Loxo products or services, whether or not they are designated by Loxo as “certified” or otherwise, unless expressly provided otherwise in an Order Form. Loxo is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Third-Party Service or its provider. To the extent the Services contain features designed to interoperate with such Third-Party Services, Loxo provides no warranty for, and cannot guarantee the continued availability of such features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third-Party Service ceases to make the Third-Party Service available for interoperation with the corresponding Services feature in a manner acceptable to Loxo.

10. Intellectual Property.

10.1. Services. The Services, including the text, graphics, images, Loxo Data, and other content contained therein or made available via the Services, and all intellectual property rights therein, are owned by Loxo or its licensors. Customer acknowledges that, although certain Loxo Data may be sourced from publicly available information, the compilation, organization, formatting, and presentation of Loxo Data are proprietary to Loxo and its licensors. All rights in and to the Loxo Data not expressly granted to Customer are reserved by Loxo and its licensors. Except for the limited rights expressly granted in this Agreement, no rights are granted to Customer, and all rights are reserved by Loxo and its licensors.

10.2. Customer Data. As between Loxo and Customer, Customer owns all intellectual property rights in and to its Customer Data. Customer hereby grants Loxo a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, host, cache, store, reproduce, transmit, publicly display, publicly perform, publish, distribute and modify, the Customer Data as necessary to (i) provide the Services to Customer (ii) produce De-Identified Data, provided, that Loxo may only use De-Identified Data to support and improve the performance and reliability of the Services, including by developing, training, validating, and improving Loxo’s AI Tools and machine learning models for such purposes and (iii) produce Aggregated Data. Loxo may use, process, store, disclose and transmit the Aggregated Data for any purpose and without restriction or obligation to Customer.  For the avoidance of doubt, (i) neither De-Identified Data nor Aggregated Data are Customer Data, and Loxo shall own all Intellectual Property Rights in and to each of the De-Identified Data and the Aggregated Data and (ii) Loxo will not use Customer Data to train any AI Tool.

10.3. Feedback. Customer may from time to time provide suggestions, comments or other feedback to Loxo, including suggestions for product or service offerings, changes, improvements or new functionality or capabilities (“Feedback”). Feedback is entirely voluntary and Loxo is not required to treat Feedback as Confidential Information of Customer and will be free to use Feedback and ideas generated from Feedback for the improvement of the Services and for Loxo’s future product development and otherwise without restriction, attribution, or compensation to Customer. To the extent a license is required under Customer’s intellectual property rights to make use of the Feedback, Customer hereby grants Loxo an irrevocable, nonexclusive, perpetual, royalty-free license to use the Feedback in connection with Loxo’s business, including the enhancement of the Services.

11. Subscriptions; Payment.

11.1. Subscription Plans. Loxo may offer one or more subscription plans, each with different available features, functionalities, Credits or length of subscription (each, a “Plan”). The fees for each Plan are currently as set forth on Loxo’s website. Loxo reserves the right to change its available Plans, or the fees for a Plan, at any time provided that such changes will only apply on a go-forward basis to any renewal of your subscription. Loxo will charge your credit card as of the date you enroll in the Plan for the monthly amount associated with the Plan. If Customer exceeds the usage limits set forth in a Plan, Loxo may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding Loxo’s efforts, Customer is unable or unwilling to abide by such limits, any use of the Services in excess of the usage limits set forth in a Plan will be billed in arrears. In addition, Loxo may make additional Credits available for purchase in excess of the number of Credits included in a Plan. In such event, Customer will be charged for such Credits at the time of purchase.

11.2. Recurring Billing. By enrolling in one of the automatically renewing Plans, Customer authorizes Loxo and/or its third-party payment processor to charge your credit card at the beginning of your subscription term, and on a recurring basis, for the applicable charge and any and all taxes or possible transaction fees, and any other charges incurred in connection with your subscription. Your credit card will automatically be charged the applicable charge on the applicable renewal processing date unless you cancel before that date. Your Plan will continue for the period of time of the subscription period that you selected and will automatically renew until terminated. You must cancel your Plan before it renews in order to avoid billing of the subscription fees for the next billing cycle. Loxo may receive updated credit card information (new credit card number or updated expiration date) from your credit card issuer. Loxo may use these new details to help prevent any interruption to your subscription. If you would like to use a different payment method or if there is a change in payment method, please visit the settings area of your account to update your billing information. If any subscription fee is not paid in a timely manner, or your transaction cannot be processed, Loxo reserves the right to suspend, disable, cancel or terminate your access to the Services or cancel your subscription. You will be responsible for paying all past due amounts. Some credit card issuers may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your credit card. Check with your credit card provider for details. If your credit card cannot be processed for some reason, Loxo may contact you via auto-generated email, text, or phone if you are opted-in to receive such forms of communication.

11.3. Non-Recurring Billing. If the Order Form specifies that payment will be by a method other than a credit card, Loxo will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees and associated taxes are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Loxo and notifying Loxo of any changes to such information. If any invoiced amount is not received by Loxo by the due date, then without limiting Loxo’s other rights or remedies, (i) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (ii) Loxo may condition future subscription renewals and Order Forms on payment terms shorter than those specified herein.

11.4. Cancellation. When you cancel a subscription, you cancel only future charges associated with your subscription. You may initiate your cancellation at any time, but the cancellation will become effective at the end of your current subscription term. In order to avoid future charges, you must cancel your subscription at least 24 hours prior to the end of your current subscription period. To cancel, please use the cancellation functions in your Customer Account or contact us at AR@loxo.co. If you cancel, your right to use the Services under your Plan will continue until the end of your then-current subscription period (unless we provide you with a refund or otherwise allow you to use the unused portion towards another service or subscription) and will then terminate without further charges.

11.5. Suspension of Service for Non-Payment and Acceleration. If any charge owing by Customer under this Agreement is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized Loxo to charge to Customer’s credit card), Loxo may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that other than for customers paying by credit card or direct debit whose payment has been declined, Loxo will give Customer at least 10 days’ prior written notice that its account is overdue, before suspending Services to Customer.

11.6. Free Trials & Promotions. We may offer promotional trial subscriptions for free or at special discounted prices. If you sign up for a trial subscription, your rights to use the applicable portion of the Service are limited by the terms of such trial and will terminate or renew according to the terms of your trial arrangement and/or any applicable additional terms. You may cancel your subscription during your promotional period to avoid being charged the full applicable subscription fee using the procedures described in the “Cancellation” section above.‍

11.7. No Refunds. EXCEPT AS OTHERWISE STATED HEREIN OR REQUIRED BY APPLICABLE LAW, YOUR PAYMENT IS NONREFUNDABLE. If you cancel your subscription, you will not receive any refund and you will continue to have access to your Plan through the end of the subscription period. We reserve the right to issue refunds, credits, or discounts at our sole discretion. If we issue a refund, credit, or discount, we are under no obligation to issue the same or similar refund in the future and we may terminate your Plan and access to the Services.

12. Representations and Warranties; Disclaimers.

12.1. Mutual Representations and Warranties. Each party represents, warrants, and covenants that: (i) it has full power and all necessary rights to enter into this Agreement; (ii) it will carry out its obligations under this Agreement in compliance with applicable laws; and (iii) its performance of this Agreement and, in the case of Customer, its use of the Services will not violate or conflict with any agreement to which it is a party.

12.2. Customer Representations and Warranties. Customer represents and warrants that (i) it has all rights, licenses, consents and permissions that are necessary for Loxo to process the Customer Data under this Agreement without violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights, (ii) that it will not transmit any medical information, financial data, or other sensitive data (as defined in applicable privacy laws) to Loxo, (iii) the Customer Data it submits will not violate this Agreement, the Acceptable Use Policy, the terms of service of any Third-Party Service, or any laws or regulations applicable to the Customer Data, and (iv) that its use of the Services will at all times be in compliance with applicable law.

12.3. Limited Loxo Warranty. Loxo warrants that the Services will substantially comply with any applicable Documentation. In the event of a breach of the foregoing warranty, Customer’s exclusive remedy, and Loxo’s sole obligation, will be to use commercially reasonable efforts to provide an error-correction or work-around that corrects the non-conformity within a reasonable time after such nonconformity is identified and reported by Customer to Loxo in writing. This warranty will not apply if errors are caused by events outside of Loxo’s control or if the Services are not used in accordance with this Agreement or the Documentation.

12.4. Disclaimer.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, (i) LOXO PROVIDES THE SERVICES AND THE LOXO DATA ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND AND (ii), LOXO MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED WITH RESPECT TO THE SERVICES OR THE LOXO DATA INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, ACCURACY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. LOXO DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. IN ADDITION, CUSTOMER ACKNOWLEDES THAT OUTPUT IS GENERATED USING STATISTICAL AND PROBABILISTIC METHODS, INCLUDING AI SERVICES, AND MAY CONTAIN INACCURACIES, OMISSIONS, OR CONTEXTUALLY INAPPROPRIATE CONTENT. OUTPUT IS NOT INTENDED TO CONSTITUTE PROFESSIONAL ADVICE (LEGAL, FINANCIAL, MEDICAL, OR OTHERWISE), NOR SHOULD IT BE SOLELY RELIED UPON TO MAKE CRITICAL DECISIONS. IT IS CUSTOMER’S RESPONSIBILITY TO EVALUATE AND VALIDATE ALL OUTPUT, INCLUDING BY HUMAN REVIEW, IF APPROPRIATE. LOXO DOES NOT WARRANT OR REPRESENT THAT OUTPUTS WILL BE ORIGINAL OR UNIQUE AND DOES NOT ACCEPT ANY LIABILITY OR RESPONSIBILITY ARISING IN ANY WAY FROM CUSTOMER’S USE OF THE OUTPUTS OR ANY OMISSIONS. USE OF THE OUTPUTS IS AT CUSTOMER’S OWN RISK. FURTHER, CUSTOMER IS SOLELY RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, LEGALITY, AND QUALITY OF ALL CUSTOMER DATA. CUSTOMER ACKNOWLEDGES THAT CERTAIN RESULTS GENERATED BY THE SERVICES ARE DEPENDENT ON CUSTOMER DATA AND MAY BE AFFECTED BY INACCURACIES, OMISSIONS, OR BIASES IN SUCH DATA. LOXO IS NOT RESPONSIBLE FOR ANY ERRORS OR DEFICIENCIES IN THE SERVICES TO THE EXTENT RESULTING FROM CUSTOMER DATA.

13. Indemnification.

13.1. Customer’s Indemnification of Loxo. Customer will defend, indemnify and hold harmless Loxo and Loxo’s officers, directors, employees, agents, and permitted successors and assigns (each, a “Loxo Indemnitee”) from any and all damages, liabilities, costs, and expenses (including reasonable attorney’s fees) (jointly, “Losses”) incurred by Loxo arising out of any claim, action, demand, inquiry, audit, proceeding, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise by a third party other than affiliate of a Customer Indemnitee (collectively, a “Claim”) based on or arising out of (i) any breach of Customer’s representations and warranties; (ii) Customer’s use of the Services provided that such claim did not arise due to a breach by Loxo of its obligations hereunder; (iii) the Customer Data; and (iv) Customer’s (or its Authorized Users’) use of the Services in material violation of this Agreement.

13.2. Loxo’s Indemnification of Customer. Loxo will defend, indemnify and hold harmless Customer from and against any and all Losses incurred by Customer arising out of any Claim alleging that the Services, including the Loxo Data or any part thereof, infringes upon such third party’s registered U.S. copyrights, misappropriates such third party’s trade secrets recognized as such under the Uniform Trade Secrets Act or infringes such third party’s valid U.S. issued patent(s). Loxo will not have any obligation to indemnify, defend or hold harmless Customer for anything for which Customer has such obligation to Loxo under Section 13.1 hereof**.**

13.3. Indemnification Procedure. The indemnified party will promptly notify the indemnifying party in writing of any Claim for which it believes it is entitled to be indemnified pursuant to this Section 13. The indemnified party will cooperate with the indemnifying party at the indemnifying party’s sole cost and expense. The indemnifying party will promptly take control of the defense and investigation of such Claim and will employ counsel of its choice to handle and defend the same, at the indemnifying party’s sole cost and expense. The indemnified party’s failure to perform any obligations under this Section 13.3 will not relieve the indemnifying party of its indemnity obligations under this Section 13, except to the extent that the indemnifying party can demonstrate that it has been materially prejudiced as a result of such failure. The indemnified party may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. Neither party shall have authority to settle and shall not settle any Claim that results in the indemnified party ’s obligation, liability, and/or admission of liability without the Indemnitee’s prior written consent.

14. Limitations on Liability.

14.1. Non-Direct Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LOXO BE LIABLE FOR LOST PROFITS OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER FROM BREACH OF CONTRACT, BREACH OF WARRANTY, OR FROM NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER FORM OF ACTION), EVEN IF LOXO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.

14.2. Aggregate Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LOXO’S AGGREGATE, CUMULATIVE LIABILITY EXCEED THE AMOUNT PAID TO LOXO BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE RELEVANT CLAIM EXCEPT THAT LOXO’S TOTAL LIABILITY FOR ANY SERVICES PROVIDED FREE OF CHARGE IS LIMITED TO $100.

14.3. Acknowledgment. CUSTOMER ACKNOWLEDGES THAT THE FEES SPECIFIED IN THIS AGREEMENT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT LOXO WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THE FOREGOING LIMITATIONS OF ITS LIABILITY AND THE WARRANTY DISCLAIMERS CONTAINED HEREIN.

15. Confidentiality.

15.1. Definition. “Confidential Information” means information that one party discloses to the other party under or in connection with this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer's Confidential Information.

15.2. Obligations. The recipient will only use the disclosing party's Confidential Information to exercise the recipient's rights and fulfill its obligations under this Agreement and will use reasonable care to protect against the disclosure of the disclosing party's Confidential Information. The recipient may disclose Confidential Information only to its employees, agents, subcontractors, or professional advisors ("Representatives") who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that its Representatives use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement.

15.3. Required Disclosure. In the event that recipient or any of its Representatives is required to disclose Confidential Information to the extent necessary to comply with the requirements of law, legal process (including deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) or valid order of a court of competent jurisdiction, the recipient shall (i) notify the disclosing party prior to making such disclosure in order to permit disclosing party to seek confidential treatment of such Confidential Information, and (ii) in any event disclose only that portion of disclosing party’s Confidential Information that is legally required to be disclosed.

16. Term and Termination.

16.1. Term. The term of the Agreement (the “Term”) shall commence on the Effective Date and shall continue until all Order Forms have expired or been terminated unless earlier terminated as set forth herein.

16.2. Termination for Breach or Insolvency. In addition to any other remedy available under this Agreement or otherwise, either party will be entitled to terminate this Agreement (i) in the event the other party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days of written notification thereof from the non-breaching party and (ii) upon written notice to the other party if the other party should enter into liquidation or become insolvent, or enter into receivership or bankruptcy.

16.3. Termination by Loxo. Loxo reserves the right to terminate this Agreement and close your Customer Account upon notice to you in the event that we determine we are required to do so by law, in which case we will refund to you any prepaid fees covering the remainder of your payment period as of the effective date of such termination.

16.4. Effect of Termination. Upon any expiration or termination of this Agreement, except as otherwise permitted herein, (a) Customer’s rights and access to the Services will terminate unless otherwise described in the Agreement, and (b) all Fees will become due and owing. For clarity, unless the Agreement is terminated by Customer for Loxo’s breach, Customer will remain liable to pay all fees outstanding on the effective date of termination of the Agreement, including any unpaid fees covering the remainder of the term of the Agreement had it not been terminated.  In addition, Customer will immediately cease any and all use of and access to all Services and delete (or, at Loxo’s request, return) any and all copies of the Documentation, all Loxo Data, and any other Loxo Confidential Information in its possession. Customer acknowledges that following termination, it will have no further access to any Customer Data input into the Services, and that Loxo may delete any such data as may have been stored by Loxo. Company will make all Customer Data available to Customer for electronic retrieval. One full data backup is available by request at no cost.

16.5. Survival. Upon any expiration or termination of this Agreement, the rights and obligations of the parties will terminate, except for sections that by their nature and context are intended to survive completion of performance, expiration, termination, or cancellation of this Agreement, including Sections 1, 3.2, 7, 10, 12-15, 16.4, 16.5, 18 and 19. Customer’s liability and obligation to pay any Fees or other amounts that have accrued prior to such expiration or termination will also survive such expiration or termination.

17. Updates to Agreement.

17.1. Loxo reserves the right to change or update the Agreement at our sole discretion, including to change, modify, add, or remove portions of the Agreement any time by posting the amended Agreement on our website with an updated “Last Updated” date above. Please review the Agreement frequently for any changes. If the changes include material changes that affect your rights or obligations, we will notify you of the changes by reasonable means, which could include notification through the Services or via email. Customer’s continued use of the Services following the effective date of any changes to the Agreement constitutes acceptance of those changes.

18. Disputes.

18.1.  Direct Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, whether arising in contract, tort or otherwise, (“Dispute”), the parties shall first use their best efforts to resolve the Dispute. If a Dispute arises, the complaining party shall provide written notice to the other party in a document specifically entitled “Initial Notice of Dispute,” specifically setting forth the precise nature of the dispute (“Initial Notice of Dispute”). If an Initial Notice of Dispute is being sent to Loxo it must be emailed to legal@loxo.co and sent via mail to: Attn: Legal Department Loxo Lohman’s Crossing Road Ste-504 #105 Austin TX 78734. Following receipt of the Initial Notice of Dispute, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interest, attempt to reach a just and equitable solution of the Dispute that is satisfactory to both parties (“Direct Dispute Resolution”). If the parties are unable to reach a resolution of the Dispute through Direct Dispute Resolution within thirty (30) days of the receipt of the Initial Notice of Dispute, then the Dispute may subsequently be resolved by arbitration as set forth below.

18.2. Governing Law and Venue.  This Agreement shall be construed in accordance with the laws of the state of Texas, without regard to that State’s conflict of law principles. Any controversy, dispute, or claim arising out of, in connection with, or relating to the interpretation, performance or breach of this Agreement, including any claim based on contract, tort or statute, will be resolved at the request of any party to this Agreement by confidential, final and binding arbitration, administered by and in accordance with the then existing Rules of Practice and Procedure of Judicial Arbitration & Mediation Services, Inc. (JAMS) and judgment upon any award rendered by the arbitrator(s) may be entered by any state or federal court having jurisdiction thereof.  Any such arbitration shall take place exclusively in the State of Texas.  Each party shall bear its own costs and expenses related to the arbitration.  Any arbitration conducted under this clause shall be solely between the parties to this Agreement.  Any arbitration award may be enforced in any federal or state court in Texas, to which jurisdiction the parties submit for the sole and limited purpose of enforcement of an arbitration award.

19. Miscellaneous.

19.1. Assignment. The Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by Customer without Loxo’s prior express written consent, but may be assigned by Loxo without restriction. Any attempted transfer or assignment in violation hereof will be null and void. Subject to the foregoing, this Agreement will benefit and bind the parties’ successors and permitted assigns.

19.2. Export and Import Compliance. The Services may be subject to export control laws, including the Export Control Reform Act and its associated regulations. Customer agrees that it will comply with all relevant export and import laws in connection with this Agreement.

19.3. Marketing. During the Term, Loxo may use Customer’s name and logo in accordance with any written use guidelines provided by Customer to Loxo for the Website and in marketing materials to identify Customer as a client of Loxo’s.

19.4. Relationship of Parties. Loxo and Customer are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between Loxo and Customer. Neither Loxo nor Customer will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein. Loxo and Customer agree that, except as otherwise expressly provided in this Agreement, there are no third party beneficiaries to this Agreement. Loxo and Customer agree that this Agreement is made for the benefit of the parties and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.

19.5. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and will supersede any and all prior and contemporaneous communications, representations, agreements and/or undertakings, either verbal or written, between the parties in respect of the said subject matter. Any terms and conditions appearing on a purchase order or similar document issued by Customer, or in Customer’s procurement, invoicing, or vendor onboarding portal: (i) do not apply to the Services; (ii) do not override or form a part of this Agreement (including without limitation any Order Form); and (iii) are void. To the extent of any conflict or inconsistency between the Agreement and any Order Form, the terms of the Agreement shall prevail except to the extent an Order Form has expressly stated that a term thereunder is intended to supersede the Agreement.

19.6. Amendment. Any amendment or other modification of any of the terms and provisions hereof must be in writing and signed by duly authorized representatives of the parties.

19.7. Severability and Limitations of Actions. In the event that any provision of this Agreement or the application thereof to any person or in any circumstances will be determined to be invalid, unlawful, or unenforceable to any extent, the remainder of this Agreement and its application to other persons will not be affected thereby, and the remaining provisions of this Agreement will continue to be valid and may be enforced to the fullest extent permitted by law and the parties agree in such event to substitute forthwith the invalid, unlawful or unenforceable provision by such effective provision as will most closely correspond with the legal and economic contents of the provision(s) so voided.

19.8. Notices. Under this Agreement, notices to Customer must be sent to the email address associated with Customer Account and/or to the address listed in the Order Form and notices to Loxo must be emailed to legal@loxo.co and sent via mail to: Attn: Legal Department Loxo Lohman’s Crossing Road Ste-504 #105 Austin TX 78734. Notice will be treated as received when the email is sent for email (unless an error message is received) and  in other cases will be deemed to have been received by the addressee (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch; and (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail. Customer is responsible for keeping its email address current.

19.9. Waiver. The waiver by any party of a breach or default by the other party of any provision of this Agreement will not be construed as a waiver by such party of any succeeding breach or default by the other party in the same or other provision, nor will any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any such right or remedy.

19.10. Force Majeure. Except with respect to the parties’ payment obligations, neither party will be responsible for any delay or failure in performance to the extent that such delay or failure is caused by events that are unforeseen and beyond such party’s reasonable control, including fires, earthquakes, floods, or other acts of God or severe weather conditions, war, terrorism or other violence or acts a public enemy, by strikes or other labor disputes, laws, orders, proclamations, regulations, ordinances, demands, or requirements of any governmental authority.

19.11. Injunctive Relief and Specific Performance. The parties agree that a breach of Section 3.3 (Use and Use Restrictions) or Section 15 (Confidentiality), or the scope of any of the licenses granted hereunder, may result in irreparable and continuing damage to the non-breaching party for which there may be no adequate remedy at law, and such party is therefore entitled to seek injunctive relief and specific performance as well as such other relief as may be appropriate.

19.12. Construction. The captions and headings used in this Agreement are for convenience and do not in any way limit or amplify the terms and provisions hereof. When used in this Agreement, the singular form shall include the plural and vice versa, as appropriate. All references to “herein,” “hereunder,” or like words shall refer to this Agreement as a whole and not to any particular section, subsection, or clause contained in this Agreement. The terms “include” and “including” are not limiting.