Master Subscription Agreement
Online Terms of Service

This Master Subscription Agreement (the “Agreement”) is entered into by and between Procurement Sciences, Inc., a Delaware corporation with offices at 700 E Main Street, #2487, Richmond, VA 23219 (“PSci” or “Company”) and the entity or, if no entity is identified, the individual that accepts this Agreement or otherwise accesses or uses the Services (“Customer”).
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PLEASE READ THIS AGREEMENT CAREFULLY. BY EXECUTING OR SUBMITTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR BY ACCESSING OR USING THE SERVICES, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT AS OF THE EARLIEST OF THOSE EVENTS (THE “EFFECTIVE DATE”). IF THIS AGREEMENT IS NOT ACCEPTABLE TO CUSTOMER, CUSTOMER MAY NOT ACCESS OR USE THE SERVICES.

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If the individual accepting this Agreement is doing so on behalf of a company or other legal entity, such individual represents and warrants that they have the authority to bind that entity and its Affiliates to this Agreement, in which case “Customer” refers to that entity. If the individual accepting this Agreement does not have such authority, or does not agree with this Agreement, such individual must not accept this Agreement and must not access or use the Services. Customer must be a legal entity, or an individual at least eighteen (18) years of age and legally capable of entering into a binding contract, in order to accept this Agreement.

1. Definitions.

a. “Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
b. “Application” refers to the PSci software, APIs, tools, developer services, data and Documentation provided for Customer’s on-premises use.
c. “Customer Data” means all content and data (including Personal Data), uploaded by or on behalf of Customer to the Platform.
d. “Documentation” means user manuals, operating instructions and other product documentation made available on the Site with regard to the Services.
e. “Evaluation Services” means features or functionality that PSci may make available to Customer to try, at its option, and which may be designated by PSci as a beta, limited release, essentials, evaluation, pilot, proof-of-concept (POC) or by a similar description.
f. “Order Form” means an ordering document (including any online order) specifying the Services to be provided hereunder that is entered into between Customer and PSci.
g. “Platform” means PSci’s cloud-based networking infrastructure environment that hosts the PSci software APIs, tools, developer services, data and Documentation and supports the provision of the Services on a software-as-a-service basis.
h. “Professional Services” means Support, implementation, consulting, training and other professional services.

i. “Security Practices” means PSci’s security practices set forth in the DPA.
j. “Services” means the Application – whether licensed on an on-premises basis or made available as Subscription Services through the Platform – together with related programs, functions and services provided by PSci to Customer, including, as applicable, technical support provided by PSci to Customer in connection with such services, and any subsequent updates or upgrades of the foregoing. The Services do not include Non-PSci Applications.
k. “Subscription Services” means the Application as made available by PSci to Customer on a subscription, software-as-a-service basis through the Platform.
l. “Site” means the website located at www.procurementsciences.com
m. “Subscription Term” means the period of time set forth in an Order Form during which Customer may access and use the Services.
n. “SOW” means a statement of work mutually agreed by the parties that sets forth the applicable implementation services, schedule and fees.
o. “Support” means the technical support provided by PSci for the applicable Services plan.
p. “User” means any individual authorized by Customer to use the Services or submit Customer Data.

2. PSci Obligations.

a. Provision of the Services; Deployment. PSci will (i) make the Services purchased under an Order Form available to Customer during the applicable Subscription Term in accordance with this Agreement and (ii) provide standard Support to Customer at no additional charge, or, upgraded Support, if purchased. Deployment of the Services will occur during normal business hours unless mutually agreed to by PSci and Customer. It is expected that the Services will be deployed with a maximum of ten (10) nonconsecutive hours of Professional Services. Additional scope beyond the standard deployment that requires additional Professional Services hours are billed at PSci’s standard rates. The deployment timeframe and go-live date will be mutually agreed upon after the initial technical discussion. Every effort will be made to adhere to the schedule, but such adherence relies on Customer’s timely response to deployment questions and reasonable assistance.
b. Changes. PSci may change, modify or republish the Services and reserves the right to discontinue individual features within the Services from time to time. Notwithstanding the foregoing, PSci agrees that it will not materially diminish the overall functionality of the purchased Services during an Order Term. A breach of this commitment shall be deemed a material breach under Section 5(b) below.
c. Data Security. With respect to the Platform, PSci will maintain administrative, physical, and technical safeguards for the security, confidentiality and integrity of Customer Data at a level not materially less protective than as described in the Security Practices. While providing the Services to Customer, PSci may process Customer Data that includes information relating to an identified or identifiable natural person (“Personal Data”). The parties agree that the Data Processing Addendum located at https://www.procurementsciences.com/solutions/data-protection-agreement forms a part of and supplements this Agreement with respect to the processing of any such Personal Data.
d. PSci Personnel. PSci will be responsible for the performance of PSci’s personnel (including PSci’s employees and independent contractors) and their compliance with PSci’s obligations under this Agreement.
e. Evaluation Services. From time to time, Customer may be invited to try Evaluation Services at no charge for a free trial, preview or evaluation period. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, (I) THE EVALUATION SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, AND (II) PSCI SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE EVALUATION SERVICES, INCLUDING
WITH RESPECT TO THEIR PERFORMANCE, SPEED, FUNCTIONALITY, SECURITY, SUPPORT,
AND AVAILABILITY. Unless otherwise stated on a relevant Order Form, PSci may discontinue
Evaluation Services at any time in its sole discretion.

3. Access and Use of Services.

a. Use of Services and Documentation. Subject to the terms of this Agreement and the applicable Order Form, PSci grants to Customer a limited, non-sublicensable, non-exclusive, non-transferable (except in compliance with the Assignment clause) right during the applicable Subscription Term to allow its Users to access and use the Services and Documentation, solely for Customer’s internal business operations.
b. Provision of PSci Materials. As part of the Professional Services, Customer may be provided PSci Materials. “PSci Materials” means all information, documents, work products or other materials shared with or provided to Customer by PSci in connection with the Professional Services. PSci hereby grants to Customer a revocable, non-exclusive, non-sublicensable, non-transferable (except in compliance with the Assignment clause) license to use the PSci Materials, solely for purposes of Customer’s internal business operations in connection with Customer’s use of the Services. PSci retains all ownership rights to the PSci Materials. For clarity, PSci Materials do not include any Customer Data or Customer’s name, trademarks,
logos or other information provided by Customer to PSci (“Customer Materials”).
c. Customer Obligations and License. Customer will be responsible for: (i) maintaining necessary equipment, security, and passwords for accessing and/or using the Services; (ii) all activities conducted under or in connection with its account and its Users’ use of the Services; (iii) securing all access credentials provided by PSci; (iv) accessing and using the Services in compliance with this Agreement, the applicable Order Form, and all applicable laws; (iv) the accuracy, quality and legality of Customer Data, and possessing sufficient rights to permit the use of such Customer Data as contemplated under this Agreement; and (v) complying with its agreement(s) for any Non-PSci Application with which Customer elects to use in connection with the Services.
d. Use Restrictions. Customer and Users agree the Services shall not be sold, resold, leased, subleased, licensed, sublicensed or otherwise made available to any other third party, and all Services shall be for Customer’s use only. Customer and Users further agree not to: (i) circumvent or disable any security or other technological features or measures of the Services; (ii) reverse engineer any element of the Services, or use the Services to compete with PSci; (iii) modify, adapt or present the Services to falsely imply any sponsorship or association with PSci; (iv) use the Services in any manner that interferes with or disrupts the integrity or performance of the Services or the components of the Services; (v) use the Services to specifically post, upload, link to, send or store any content that is defamatory, libelous, fraudulent, derogatory, abusive, unlawful, hateful, harassing, violent, threatening, racist, discriminatory or Controlled
Unclassified Information (“CUI”) unless such use involving CUI is in compliance with applicable laws and regulations and Company’s policies, including, but not limited to, the requirement that Customer use CUI inside the FedRAMP authorized boundary; (vi) use the Services to post, upload, link to, send, distribute, or store any content that contains any viruses, malware, Trojan horses, ransomware, or any other similar harmful software; (vii) attempt to use any method to gain unauthorized access to any paid or restricted features of the Services and its related systems or networks; (viii) use automated scripts to collect information from or otherwise interact with Non-PSci Applications or the Services; (ix) deep-link to the Services or related systems or networks (other than PSci’s home page) for any purpose, unless expressly authorized in writing by PSci; (x) use the Services in violation of applicable law or any acceptable use policy, terms of use or any similar policy or terms of Non-PSci Applications; or (xi) use the Services in a way that infringes, misappropriates or violates any person’s rights.
e. Surveillance Restrictions. Customer and Users agree not to use, and not to knowingly display, distribute, or otherwise make content or information derived from the Services available to any entity for the purpose of: (i) conducting or providing surveillance or gathering intelligence, including but not limited to, investigating or tracking individual social media users or their content, or to obtain information on social media users or their content, in a manner that would require a subpoena, court order, or other valid legal process; (ii) tracking, alerting, or other monitoring of sensitive events (including but not limited to protests, rallies, or community organizing meetings); (iii) conducting or providing surveillance, analyses or research that isolates a group of individuals or any single individual on social media for any unlawful or
discriminatory purpose or in a manner that would be inconsistent with the individual users’ reasonable expectations of privacy; (iv) violating the Universal Declaration of Human Rights; or (v) targeting, segmenting, or profiling individuals based on sensitive personal information, including health, negative financial status or condition, political affiliation or beliefs, racial or ethnic origin, religious or philosophical affiliation or beliefs, sex life or sexual orientation, trade union membership, data relating to any alleged or actual commission of a crime, or any other sensitive categories of personal information prohibited by law.
f. Location Access. Customer agrees that if Services are to be provided at Customer’s place of business or other physical location controlled by Customer (i.e., on premises), Customer will provide to the Company (i) the necessary endpoint access to its cloud computing service (e.g., Microsoft Azure Services, Google Cloud Platform) with the required compute and OpenAI or other relevant LLM quota, (ii) a senior resource individual who will oversee deployment of Services beginning on the start date set forth in the Order Form, and (iii) remote access so the Company may conduct or provide end-to-end production testing and/or user acceptance testing, as necessary, monitoring and Support.
g. Monitoring. PSci has no obligation to monitor Customer’s use of the Services, but PSci may do so and may prohibit any use of the Services or disable content or data it believes in good faith violates Sections 3(c) - (e).
h. Future Functionality. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public or private comments made by PSci regarding future functionality or features.

i. Non-PSci Applications. The Services may permit the use, access or connection to certain external third- party products, services, software, and websites, in conjunction with Customer use of our Applications and Services (“Non-PSci Application(s)”) which use, access and connection are in Customer’s sole control and discretion. If Customer wishes to use a Non-PSci Application with the Services, Customer grants PSci permission to connect the Services with the Non-PSci Application to receive and process Customer Data on its behalf in accordance with this Agreement. To take advantage of this feature, Customer may be required to sign up or log into such Non-PSci Application on its respective website or applications. If Customer enables the Services to access such Non-PSci Application, Customer is permitting PSci to pass
on Customer login information to the Non-PSci Application and granting the Non-PSci Application permission to access or otherwise process Customer Data. Customer acknowledges that Customer use of such Non-PSci Application is governed solely by the terms and conditions and privacy policy of such Non-PSci Application. Company is not liable for any damage or loss arising from or in connection with Customer’s enablement of such Non-PSci Application or any acts or omissions of any Non-PSci Application. Furthermore, PSci is not responsible for any false or inaccurate information generated by such Non-PSci Applications and is not obligated to take any steps to independently verify the accuracy or authenticity of such information. Customer acknowledges that the Services may at times use data scraped
from publicly available third-party websites. Company makes no warranties whatsoever with regard to the use of any such data by Customer.

4. Fees.

a. Services Fees. Customer will pay PSci the applicable fees for the Services specified in the relevant Order Form (collectively, the “Fees”). Except as expressly set forth in this Agreement or in any applicable Order Form and/or SOW: (i) Fees are quoted and are due and payable in United States Dollars, net of taxes; (ii) payment obligations are non-cancelable; and (iii) Fees paid are non-refundable, except as set forth in Section 5(c). Customer will not use the Services in excess of the usage terms specified in the applicable Order Form (“Usage Rights”). If PSci determines Customer is exceeding its Usage Rights, PSci will notify Customer in writing (email being sufficient) specifying such overages, and Customer will have thirty (30) days from the date of notice in which to bring its usage within the limits of such Usage Rights. If Customer
fails to do so within such 30-day period, PSci shall have the right to charge Customer, and Customer agrees to pay for the applicable usage tier, which will be co-termed with the Subscription Term specified in the Order Form. If Customer’s use of the Services exceeds any applicable limits or otherwise requires the payment of additional fees as set forth in the Order Form, Customer shall be invoiced for such usage and Customer agrees to pay the additional Fees. Customer hereby authorizes PSci, its Affiliates and third-party payment processor(s) to charge Customer’s payment method for the Fees.
b. Invoices and Payment Terms. Fees will be invoiced in advance and otherwise in accordance with the relevant Order Form and/or SOW. PSci will bill Customer through invoices sent via email to the billing contact designated by Customer. Unless otherwise agreed in the relevant Order Form and/or SOW, full payment for invoices issued must be received within thirty (30) days from the invoice date.
c. Taxes. Except for those taxes based on PSci's net income, Customer will be responsible for all applicable taxes in connection with this Agreement including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties. Should any payment for the Services provided by PSci be subject to withholding tax by any government, Customer will reimburse PSci for such withholding tax.
d. Fee Disputes. Any good faith disputes regarding invoices must be raised by Customer in writing within thirty (30) days of receipt of such invoice (“Dispute Notice Period”). Customer and PSci will diligently work to address such contested amounts, provided, however, that Customer will remain responsible for promptly paying any undisputed portion of an invoice. If Customer fails to pay any amounts which are not disputed in good faith within the Dispute Notice Period, such amounts are subject to a finance charge of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Furthermore, and notwithstanding the requirements set forth in Section 5(b), if Customer fails to pay any invoice within ten (10) business days after PSci has provided Customer with a written payment reminder (with respect to which, the emailing of the unpaid invoice shall be deemed
sufficient) (“Delinquency Notice”), then PSci shall thereafter have the right to terminate the Services and the applicable Order Form and/or SOW without further notice and to seek remedies available at law or inequity. PSci reserves the right to increase the Fees at the time of any Subscription Term renewal.

5. Term.

a. Agreement Term. This Agreement commences on the Effective Date and continues until all Order Forms have expired or been terminated (the “Term”). If Customer accesses or uses any Services (including any Evaluation Services) without an Order Form, this Agreement governs that access and use and continues until Customer ceases all use of the Services or PSci terminates or discontinues such access, which PSci may do at any time in its sole discretion where no Fees are payable for such Services. The Services commence on the start date and continue for the Subscription Term specified in the applicable Order Form. Customer will lose access to the expiring Services within twenty-four (24) hours of the last day of the Subscription Term. Termination of this Agreement will terminate any and all Order Forms and SOWs under
this Agreement.
b. Termination for Cause. Either party may terminate this Agreement if the other party (i) commits a material breach of this Agreement and fails to remedy such breach within thirty (30) days after receipt of written notice together with a reasonably detailed description of such breach or (ii) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
c. Refund or Payment upon Termination for Cause. Upon any termination for cause by Customer, PSci will refund Customer any prepaid fees of all subscriptions covering the remainder of the Subscription Term after the effective date of termination. Upon any termination for cause by PSci, Customer will pay all outstanding invoices and any unpaid fees covering the remainder of the Subscription Term of all Order Forms. In no event will any termination relieve Customer of the obligation to pay any fees payable to PSci for the period prior to the effective date of termination.
d. Suspension of Service. PSci may, upon written notice to Customer, suspend Customer's password, account, and access to the Services (“Access”) if Customer fails to pay undisputed amounts within ten (10) business days after PSci has provided Customer with a Delinquency Notice of such failure. Furthermore, PSci may restrict functionality of the Services or temporarily suspend Customer’s Access if PSci reasonably believes that Customer or its Users have violated this Agreement. Unless PSCI reasonably believes the need to restrict or suspend Access is time-sensitive and requires immediate action without notice, or PSci is
prohibited from providing notice under law or legal order, PSci will use commercially reasonable efforts to notify Customer by email prior to such suspension. PSci will not be liable to Customer or any third parties for any of the foregoing actions. PSci will restore Customer’s access to the Services as soon as the violation that gave rise to the suspension has been resolved (including, in the case of non-payment, upon receipt of all outstanding undisputed amounts due). Any suspension of the Services in accordance with this Section 5(d) shall not relieve Customer of its payment obligations under the Agreement and PSci's right to suspend Access under this Section 5(d) is in addition to, and not in lieu of, PSci's right to terminate the Agreement for non-payment under Section 4(d) above.
e. Return and Deletion. In the event of the termination of the Services by either party, Customer Data shall be completely and irrevocably deleted from PSci’s systems within thirty (30) days of termination. Upon completion of the deletion and Customer’s written request, PSci will certify that all Customer Data has been successfully removed. Notwithstanding the above, PSci may store Customer Data pursuant to bona fide records retention policies currently in place or which may be enacted by PSci from time to time, provided that the confidentiality obligations set forth herein will continue to apply. If requested by Customer prior to the termination or expiration of the Term, PSci will permit Customer to access the Subscription Services for ten (10) business days following the termination date solely as necessary to
download a copy of the Customer Data then stored by PSci. Except for any Customer Data that is automatically stored on PSci’s routing back-up or archival systems, PSci will, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession within ninety (90) days following the date of termination.
f. De-Installation of Application. With respect to on-premises use of the Services, upon expiration or termination of this Agreement and/or the Order Form, all licenses for use of the Application shall also terminate and Customer is responsible for completely removing and uninstalling the PSci Application from all environments where the Application was installed by or on behalf of Customer. Customer shall certify the de-installation of the Application in writing upon written request from PSci.
g. Surviving Provisions. The sections titled “Fees,” “Proprietary Rights,” “Confidentiality,” “Representations, Warranties and Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination for Cause,” “Portability and Deletion,” “Surviving Provisions” and “General Provisions” shall survive any termination or expiration of this Agreement.

6. Proprietary Rights.

a. Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, PSci owns and reserves all rights, title and interest in and to the Services and Documentation, including all patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and any other intellectual property and/or proprietary rights including to the extent any derivative works are developed, for any reason, (“Intellectual Property Rights”) related to the Services. No rights are granted to Customer hereunder other than as expressly set forth herein.
b. Reservation of Rights in Customer Data. Subject to the limited rights expressly granted hereunder, Customer owns all rights, title and interest in and to its Customer Data. Customer grants PSci a fully revocable, fully-paid, non-exclusive, worldwide license to copy, distribute and use Customer Data for the sole purpose of providing the Services to Customer.
c. Aggregate Usage Data. PSci may aggregate de-identified Customer Data together with data from other PSci customers (provided such data does not include CUI or Personal Data, or any data subject to federal regulations (e.g., ITAR, FISMA) without Customer’s prior written consent), to generate and retain data about PSci customers and information relating to the provision, use and performance of the Services (“Aggregate Usage Data”). PSci may use and disclose Aggregate Usage Data to develop, improve and deliver the Services and other offerings or otherwise operate its business, provided that disclosures will not identify Customer, any Customer personnel, or any Confidential Information (defined below) of Customer to any third party.
d. Feedback. If Customer or any User provides PSci any feedback or suggestions regarding the Services or Evaluation Services (“Feedback”), then Customer grants PSci an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use any such Feedback for any purpose without any obligation or compensation to Customer or any User. Feedback will not include any Personal Data or Customer Confidential Information.

7. Confidentiality.

a. Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as “confidential” or “proprietary” or similar designation by the Disclosing Party or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer shall include Customer Data, Confidential Information of PSci shall include the Services and Documentation, and Confidential Information of each party shall include the terms and conditions of all Order Forms and SOWs (but not this Agreement, which PSci publishes on the Site), as well as any non-public business and marketing plans,
technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party other than as a result of a violation of this Agreement by the Receiving Party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party; (iv) is obtained by the receiving party from a third party without a breach of the third party’s obligations of confidentiality; (v)
is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
b. Protection of Confidential Information. The Receiving Party shall (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); and (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement. Either party may disclose Confidential Information to its Affiliates, employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations at least as stringent as those herein; or as required by law, in which case the party disclosing the other’s information to any third party will (if permitted by law and to the extent practicable) (iii) provide the other with (a) prior written notification thereof and (b) the opportunity to contest such disclosure; and (iv) use
reasonable efforts to minimize such disclosure. Each party will exercise due care in protecting Confidential Information from unauthorized use and disclosure and will promptly notify the other in writing if it becomes aware of any violations of confidentiality obligations set forth herein.
c. Press Release and Marketing Materials. PSci will not use Customer’s name, logo, or likeness in any press release or marketing materials without prior written consent from Customer.

d. Injunctive Relief. In the event of actual or threatened breach of confidentiality obligations, the non-breaching party may seek specific performance, immediate injunctive and other equitable relief in any competent court without prejudice to any other rights or remedies.

8. Representations, Warranties and Disclaimers.

a. Mutual Warranty. Each party represents and warrants that it has validly entered into this Agreement and has full power and authority to execute, deliver and perform its obligations under this Agreement.
b. PSci Warranties. PSci warrants that: (i) the Services will substantially conform to the Documentation; (ii) PSci will follow industry-standard practices to mitigate the risk of introduction of computer viruses or malicious code (“Harmful Code”) to the Services; and (iii) the Professional Services will be provided in a professional, good and workmanlike manner in substantial conformity with the SOW and industry standards.
c. Remedies. Customer will notify PSCi in writing of any Services non-conformance under Section 8(b) without undue delay and in no case later than within thirty (30) days of the date on which the condition giving rise to the claim first arose. Provided that Customer notifies PSci within such time and provides reasonable evidence of the non-conformance, PSci will correct the non-conformance or re-perform the affected Services at no additional charge. If PSci cannot correct the non-conformance or re-perform the Services as warranted within a reasonable time, Customer may terminate the Agreement immediately by written notice and shall be entitled to a refund of pre-paid Fees for unused Services. The foregoing is Customer’s sole and exclusive remedies for breach of the warranties above.

d. Warranty Exclusions. The foregoing warranties shall not apply to any errors or defects in Services resulting in whole or in part from: (i) Customer’s use of the Services in a manner not conforming with the terms herein or the applicable Documentation; (ii) modification of the Services by or on behalf of Customer without PSci’s express prior written consent; (iii) Customer Data or Customer Materials; or (d) Customer’s use of any Non-PSci Applications or portions of applications, products or services not provided by PSci.
e. Customer Warranty. Customer warrants that it has the necessary rights, title, license, consent, permission, waivers and releases to use, make available and distribute Customer Data, the Customer Materials and Non- PSci Applications in connection with the Services.

f. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES,
DOCUMENTATION, SUPPORT AND ALL RELATED COMPONENTS AND INFORMATION ARE
PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF
ANY KIND. PSCI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS
OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT PSCI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. PSCI STRICTLY DISCLAIMS ALL WARRANTIES REGARDING ANY NON-PSCI APPLICATION. PSCI MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE APPLICABILITY, SUITABILITY OR ACCURACY OF THE SERVICES OR ANY OUTPUT, AND CUSTOMER SHOULD EVALUATE THE ACCURACY OF ANY SERVICES AND OUTPUT AS APPROPRIATE FOR ITS USE CASE,
INCLUDING BY USING HUMAN REVIEW OF THE SERVICES. WHILE PSCI WILL USE
COMMERCIALLY REASONABLE EFFORTS IN PROVIDING THE SERVICES, PSCI MAKES NO
REPRESENTATION, WARRANTY, OR GUARANTEE THAT USE OF THE SERVICES OR ANY
OUTPUT WILL ACHIEVE ANY PARTICULAR RESULT, OUTCOME, OR OBJECTIVE, WHETHER
OR NOT SUCH RESULT, OUTCOME, OR OBJECTIVE IS DISCUSSED, ANTICIPATED, OR
CONTEMPLATED BY THE PARTIES.
g. Artificial Intelligence. Customer acknowledge that the Services utilizes Artificial Intelligence (“AI”) technology, and thus, any similarities with existing works, information, or content are unintentional and coincidental. PSci makes no representations or warranties regarding the applicability, suitability, accuracy, availability or speed of the Services due to the AI nature of the Services. Notwithstanding the foregoing, PSci shall not use any Customer Data to train any AI technology that PSci makes available for use by Customer.

9. Limitation of Liability.

a. LIMITATION ON INDIRECT, CONSEQUENTIAL, AND RELATED DAMAGES. IN NO EVENT
WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR
RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, LOST DATA, BUSINESS
INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT
AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS
AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING
DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

b. LIMITATION OF LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER
PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS
AGREEMENT EXCEED THE AMOUNTS PAID BY CUSTOMER AND ITS AFFILIATES
HEREUNDER FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD PRECEDING
THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION
WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE
THEORY OF LIABILITY.
c. EXCEPTIONS TO THE LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH ABOVE, THE LIMITATIONS SET FORTH IN SECTIONS 9(a) AND 9(b), SHALL NOT APPLY TO (i) CUSTOMER’S PAYMENT OBLIGATIONS, (ii) EITHER PARTY’S
INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 BELOW, OR (iii) DAMAGES ARISING
FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

10. Mutual Indemnification.

a. PSci Indemnification. PSci shall defend Customer and its Affiliates, and its and their respective officers, directors, employees and contractors, from and against any and all third-party claims, losses, demands, liabilities, damages, settlements, expenses, and costs (including attorney’s fees and costs) (each, a “Claim”) alleging that the Services provided by PSci hereunder, or use of such Services by Customer in accordance with this Agreement, violates, infringes or misappropriates a third party’s U.S. patent, copyright or other intellectual property right (a “Claim Against Customer”), and shall indemnify Customer for any damages, attorney fees and costs finally awarded against Customer as a result of, and for amounts paid by Customer under a court-approved settlement of, a Claim Against Customer; provided, however, that PSci shall have no liability under this Section 10(a) for any Claim Against Customer that arises from: (i) Customer Data or a Non-PSci Application; (ii) use of the Services not in accordance with the terms herein; (iii) Customer’s negligence, misconduct, or breach of this Agreement; or (iv) any modification, combination or development of the Services that is not performed by PSci, including the use of any APIs.
b. Customer Indemnification. Customer shall defend PSci and its Affiliates, and its and their respective officers, directors, employees and contractors, from and against any Claim that arises from (i) Customer’s use of the Services including use of any deliverables, outputs, products or services Customer develops or offers in connection with such use of the Services, (ii) the Customer Data; or (iii) any Non-PSci Applications (a “Claim Against PSci”), and shall indemnify PSci for any damages, attorney fees and costs finally awarded against PSci as a result of, or for any amounts paid by PSci under a court-approved settlement of, a Claim Against PSci; provided, however, that Customer shall have no liability under this Section 10(b) to the extent a Claim Against PSci arises from PSci’s breach of this Agreement.
c. Indemnification Procedure. The indemnified party will provide the indemnifying party with (i) prompt written notice of any claim, suit or demand, (ii) the right to assume the exclusive defense and control of any matter that is subject to indemnification, and (iii) cooperation with any reasonable requests assisting the indemnifying party’s defense and settlement of such matter at the indemnifying party’s expense.
d. Exclusive Remedy. THIS SECTION 10 STATES THE INDEMNIFYING PARTY’S SOLE LIABILITY TO, AND THE INDEMNIFIED PARTY’S EXCLUSIVE REMEDY AGAINST, THE OTHER PARTY FOR ANY CLAIM FOR WHICH A PARTY HAS AN OBLIGATION OF INDEMNITY, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

11. Insurance.

PSci will, at its expense, procure and maintain throughout the term of the Agreement insurance
policies and coverages required by law applicable to its business operations and sufficient to support and cover itsobligations hereunder. All such policies shall be issued by reputable and financially sound insurance companies authorized to do business in the geographic area where the Services are to be performed. Upon Customer’s written request, PSci shall furnish to Customer a certificate of insurance evidencing that such policies are in full force and effect.

12. General Provisions.

a. Compliance with Laws. Each party agrees to abide by all laws, ordinances and regulations (whether international, federal, state, local or provincial) to the extent applicable to its performance under this Agreement.
b. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Neither party shall have any power to obligate or bind the other party, except as specifically provided herein.
c. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
d. Notices. Except as otherwise specified in this Agreement, any notices must be sent to PSci by email to privacy@procurementsciences.com, with a duplicate copy sent via registered mail (return receipt requested) to: Procurement Sciences, Inc., 700 E Main Street, #2487, Richmond, VA 23219. Any notices under this Agreement that are sent to Customer shall be sent via email to the named account owner of Customer PSci account. Customer is responsible for maintaining the accuracy of the email address and other contact information of its named account owner on the “Personal Settings” page within the Application.
e. Waiver and Severability. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
f. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld); provided that either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
g. Governing Law; Venue; Waiver of Jury Trial; Fees. This Agreement will be governed by the laws of the State of Delaware, USA, exclusive of its rules governing choice of law and conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply. All disputes arising out of this Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts of the State of Delaware and the parties hereby consent to the personal jurisdiction of these courts. In the event of actual or threatened breach of confidentiality obligations, the non-breaching party may seek specific performance, immediate injunctive and other equitable relief in any competent court without prejudice to any other rights or remedies. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.
h. Export Compliance. Each party will comply with applicable export control and economic sanctions laws and regulations when providing or using the Services, PSci Materials or Customer Materials. Without limiting the foregoing, (i) Customer warrants that neither it nor any party that wholly or partially owns Customer is listed on or acting on behalf of and will not act on behalf of any U.S. government list of prohibited or restricted parties or organized, headquartered or located in (or a national of) a country that is subject to an U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country (an “Embargoed Jurisdiction”), (ii) Customer will not (and will not permit any third
parties to) access or use the Services or PSci Materials from an Embargoed Jurisdiction or in violation of any U.S. export embargo, prohibition or restriction, and (iii) Customer will not submit to PSci or in the Services any information that is controlled under the U.S. International Traffic in Arms Regulations.
i. Force Majeure. Neither party will be deemed in breach hereunder failure or delay of performance caused by acts of nature; “acts of God”; pandemic, epidemic or similar outbreak; civil disturbance, terrorism or war; cyber-attacks (e.g., denial of service attacks); electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party (a “Force Majeure Event”).
j. Entire Agreement. This Agreement, including linked terms incorporated by reference, and all exhibits, addenda and Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning Customer’s purchase and use of the Services. Without limiting the foregoing, this Agreement supersedes any non-disclosure agreement previously entered by the parties with respect to the subject matter hereof. If PSci and Customer have executed a separate negotiated written agreement governing Customer’s purchase and use of the Services, that agreement, and not this Agreement, shall govern to the extent of any conflict. Except as expressly provided in Section 12(k), no modification, amendment, or waiver of any provision of this Agreement proposed by or on behalf of Customer shall be effective unless in writing and signed by an authorized representative of PSci. If any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in or accepted by PSci during a vendor onboarding process or web portal, a Customer purchase order, or any other Customer order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
k. Changes to this Agreement. PSci may modify, revise, supplement or replace this Agreement at any time in its sole discretion. PSci is not required to review, discuss or negotiate any such change with Customer, and no notice to, consent from, or countersignature by Customer is required for a change to take effect. PSci will post the revised Agreement on the Site and update the “Last Updated” date at the top of it. The revised Agreement is effective upon posting and applies to all access to and use of the Services occurring on or after that date. Customer’s continued access to or use of the Services after the revised Agreement is posted constitutes Customer’s acceptance of it. Customer is responsible for reviewing the then-current Agreement
posted on the Site from time to time. If Customer does not agree to a revised Agreement, Customer’s sole and exclusive remedy is to stop accessing and using the Services and to terminate its subscription in accordance with Section 5; no such termination shall entitle Customer to any refund or credit of prepaid Fees except as expressly provided in Section 5(c), and no such termination shall relieve Customer of its obligation to pay Fees accrued or payable under any Order Form. For the avoidance of doubt, PSci may not modify the Fees payable under a then-current Order Form by revising this Agreement.
l. Electronic Acceptance and Communications. Customer consents to transact with PSci electronically. Customer’s electronic acceptance of this Agreement, and any Order Form executed or submitted electronically or by PDF counterpart, has the same force and effect as an original document bearing original signatures, and PSci’s records of such acceptance (including date, time and account identifiers) shall be admissible evidence of it. Customer consents to receive notices and other communications regarding the Services electronically, including by email, to the named account owner and by posting to the Site or within the Application.