Updated: August 7, 2026

This Master Subscription and Services Agreement (this “Agreement”) governs the provision of Services (as defined below) by Procurement Partners, LLC, a Georgia limited liability company, with a principal place of business at 206 N Randolph St 2nd Fl, HQ PMB 4915 Champaign, IL 61820 (“Company”) to the contracting party (“Customer”) identified on one or more Order Forms  entered into by and between Company and Customer. In the event of any conflict between this Agreement and an Order Form, this Agreement shall govern unless the Order Form expressly sets forth that the terms of the Order Form are intended to amend or otherwise modify a specific term of this Agreement.

This Agreement, together with each Order Form (as defined below) governs Customer’s use of and access to the Software and Services provided by Company to Customer hereunder. Company and Customer are collectively referred to as the “Parties” and individually as a “Party” in this Agreement. By executing or agreeing to an Order Form, or by using or accessing the Software or the SaaS Services, Customer agrees to the terms and conditions of this Agreement, as updated from time to time in accordance with the terms set forth herein. This Agreement sets forth the legally binding terms and conditions that govern Customer’s use of the Software and the SaaS Services. By downloading, installing, using, or accessing the Software or the SaaS Services, by clicking the “I agree” or similar icon, or by entering into an Order Form, Customer acknowledges and agrees that Customer has read, understood, and agrees to be bound by this

Agreement and the Privacy Policy (located at https://procurementpartners.com/privacy-policy/  and hereby incorporated by reference) (“Privacy Policy”). Customer represents and warrants that it has the right, authority, and capacity to enter into this Agreement. In the event of a conflict between the Privacy Policy and the terms of this Agreement, the terms of this Agreement shall control. Customer may not access or use the Software or SaaS Services or accept this Agreement if Customer is not at least 18 years old. If Customer does not agree to this Agreement, Customer should not install, use, or access the Software or the SaaS Services or should stop using the Software or the SaaS Services. If you are an individual entering into this agreement on behalf of a Customer, you represent that you have the authority to bind the Customer to the terms and conditions of this Agreement. If you do not have such authority, or if you do not agree to all the terms and conditions in this Agreement, you must not install, or use, or access the Software or the SaaS Services.

1. Definitions. For purposes of this Agreement, the following terms have the meanings set forth in this Section and shall be equally applicable to both the singular and plural forms. Other capitalized terms used in this Agreement are defined in place where they are used.

1. “Additional License Limitations”means any additional license limitations set forth in the applicable Order Form, which may include, without limitation, limitations on territories or restrictions on the number of Ship To Locations, Cost Centers, or Authorized Users of the SaaS Services.
2. “Additional Services” shall mean such consulting, training and professional services provided by Company to Customer as referred to in Section 5 hereof, the Order Form, or any applicable statement of work.

III.  “Authorized User” shall mean Customer’s employees, consultants, contractors, and agents who are authorized by Customer to access and use the Software under the rights granted to Customer pursuant to this Agreement and as more specifically set forth on an Order Form.

1. “Cost Center” shall mean a department or unit within Customer’s organization to which costs may be charged for accounting purposes.
2. “Documentation” shall mean Company’s standard and then current training materials, user manuals, handbooks, guides and technical specifications for the Software providing in writing by Company to Customer.
3. “Data”means all documents, information, content, records, files, and data entered into, received, processed, or stored by or for Customer using the SaaS Services.

VII.  “Fees” shall have the meaning set forth in Section 6(I) and in the applicable Order Form or other agreement between Company and Customer.

VIII.  “Location” shall mean those Customer owned, leased and/or managed location(s) that are set forth in the applicable Order Form, which may use the Software to electronically place, process and receive orders and/or invoices from Vendors, input their own invoices or other data, as well as receive certain data and other services, including Additional Services.

1. “Order Form”shall mean an order form executed by Company and Customer which sets forth the necessary information relating to the Services Customer has the right to receive and the Fees payable to Company. Order Forms shall be in a form substantially similar to Company’s standard Order Form. Customer may not use any Customer standard form of order form which may contain pre-printed or other terms and conditions. The Parties agree that such terms and conditions shall have no effect whatsoever. The Parties agree that for purposes of this Agreement, Order Form may encompass the terms of a prior agreement between the parties setting forth the fees and other pricing terms applicable to the Services.
2. “Output”shall mean all documents, information, records and other output of the Services.
3. “Registration Information” means the information requested by Company to register individual Authorized Users to use the SaaS Services as further described in Section 7(I) of this Agreement.

XII.  “SaaS Services” means access and use of Software on a software as a service basis (SaaS) via the internet as identified in an Order Form. Customer will not receive a copy of such Software.

XIII.  “Services” means the SaaS Services, Support Services, training, professional and other services provided by Company as set forth in an Order Form.

XIV.  “Ship To Location” means a single physical address of Customer where supplies and goods ordered from Vendors through the Software are to be shipped.

1. “Standard Implementation Scope of Services” shall mean the standard and then current scope of implementation services provided by Company to Customer as referred to in Section 5(III) hereof, the applicable Order Form or any applicable statement of work.

XVI.  “Standard Integration Scope of Services” shall mean the standard and then current scope of integration services provided by Company to Customer as referred to in Section 5(II) hereof, the applicable Order Form or any applicable statement of work.

XVII.  “Software” is the Company’s software as further described in an Order Form and includes software provided on a SaaS basis through the SaaS Services. The term Software shall mean the then-current version (inclusive of any Updates, Upgrades or modifications thereto provided under this Agreement) of those computer program modules and accompanying graphical user interfaces available solely through this Agreement and as described in the Order Form.

XVIII.  “Support Services” will mean those support and maintenance services provided by Company to Customer under this Agreement and as set forth in Section 4(II).

XIX.  “Term” and any renewal rights of this Agreement shall have the meaning set forth in Section 8(I) hereof and the applicable Order Form.

1. “Update”shall mean updates, patches, bug fixes, feature fixes and minor software enhancements and compatibility (but excluding Upgrades) of the Software offered or provided by Company under the terms of this Agreement.

XXI.  “Upgrades” shall mean a new version of the software that offers a significant change or major improvement over the current version of the Software offered or provided by Company under the terms of this Agreement.

XXII.  “User ID” means a unique user identification assigned to an authorized individual Authorized User as set forth in Section 7(I).

XXIII.  “Vendors” shall mean those third parties designated by Customer and accepted by Company as qualified to use and become integrated within the Software.

1. Software and SaaS Services

1. License. Subject to compliance with this Agreement, including the timely payment of the applicable Fees, Company grants to Customer a personal, restricted, non-exclusive, non-transferable, non-sublicensable, revocable right and license, during the Term of the applicable Order Form, to allow its Authorized Users to access and use the Software (either through the SaaS Services or directly as set forth on the applicable Order Form) on its behalf solely for Customer’s internal business use and subject to any Additional License Limitations. Customer shall not use the Software for any purposes beyond the scope of the access granted in this Agreement and shall only use the Software and the SaaS Services in compliance with this Agreement and the Privacy Policy.
2. Restrictions.Customer may only use the Software and the SaaS Services to process and manage its own Data. Customer will not, in whole or in part: (a) copy the Software, the SaaS Services or any Documentation or distribute copies of the Software, the SaaS Services or the Documentation to any third party, including any parent, subsidiary, or other affiliate of Customer; (b) modify, adapt, translate, reverse engineer, make alterations, decompile, disassemble or otherwise attempt to derive or gain access to any source code, object code, software component or the underlying ideas, structures, or algorithms or make derivative works based on the Software, SaaS Services or Documentation except as otherwise permitted by law; (c) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, the SaaS Services or any Documentation or use the Software or SaaS Services to provide service bureau, time sharing, or similar services to third parties, including any parent, subsidiary, or other affiliate of Customer; (d) use the Software, the SaaS Services or any Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property or privacy right or other right of any person, or that violates any applicable law; (e) input, upload, transmit or otherwise provide to or through the Software or the SaaS Services, any information or materials that are unlawful or injurious, or that contain, transmit or activate any viruses, corrupted files, or any other similar software or programs that may damage the operation of the Software or the SaaS Services or another party’s computer or mobile device; (f) use the Software or the SaaS Services for illegal, unethical or inappropriate purposes; or (g) distribute, promote or transmit through the Software or the Sass Services any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, racially, ethnically, unwanted or otherwise objectionable material of any kind or nature.

III.  Suspension of Services. If (i) any charge owing by Customer is fifteen (15) days or more overdue, (ii) Customer is in default of any other provision of this Agreement, or (iii) Company reasonably determines in its sole discretion that (x) there is a threat or attack on Software or the SaaS Services or supporting infrastructure, (y) Customer’s or any Authorized User’s use of Software or the SaaS Services disrupts or poses a security risk to the Software or the SaaS Services or to any other customer or Vendor of Company, or (z) Customer or any Authorized User is using the Software or the SaaS Services for fraudulent or illegal activities, Company may, without limiting its other rights and remedies and without incurring any resulting obligation or liability, suspend or otherwise deny Customer’s, or any Authorized User’s, access to or use of all or any part of the SaaS Services until Customer is in compliance with its obligations or Company determines that any threat, attack, or risk has been eliminated .

1. Beta Features. From time to time, Company may include new and/or updated pre-release features and trial use (“Beta Features”) in the Software or the SaaS Services for Customer’s use and which permit Customer to provide Feedback (as defined in Section 9(IV) below). Customer understands and agrees that Company is not obligated to provide Customer with any Beta Features and that Customer’s use of the Beta Features is voluntary. Customer agrees to abide by any rules or restrictions the Company may place on the use of the Beta Features. Customer understands that in some circumstances once Customer has used the Beta Features, Customer may be unable to revert back to the earlier version of the same or similar feature. Additionally, if such reversion is possible, Customer may not be able to return or restore data created within the Beta Feature back to the earlier version. Customer understands that such Beta Features are still in development, may have bugs or errors, may have incomplete features or functionality, may not operate correctly, may materially change prior to a full commercial launch, or may never be released commercially. Despite any other provision of this Agreement, Customer’s use of or reliance on the Beta Features is done at Customer’s own risk. The Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from any connected device. THE WARRANTY SET FORTH IN SECTION 11(I) OF THIS AGREEMENT AND THE INDEMNIFICATION OBLIGATION OF THE COMPANY SET FORTH IN SECTION 12(I) OF THIS AGREEMENT DO NOT APPLY TO BETA FEATURES. In no event shall Company be liable for any damages whatsoever (including direct, indirect, incidental, or consequential damages) arising out of the use of or inability to use the Beta Features, even if Company has been advised of the possibility of such damages. The Beta Features are unsupported, and Company will not offer support for the Beta Features unless and until they become generally available.
2. HIPAA. The Parties to this Agreement acknowledge that, as part of this Agreement, they may have access to, and may obtain, individually identifiable health information of certain individuals. The Parties agree, at their sole cost and expense, that they will comply with all applicable federal, state and local laws, rules and regulations currently in effect, or which may become effective during this Agreement governing security, privacy and/or confidentiality of patient health information including without limitation, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as may be amended from time to time, and any related regulations that may be promulgated from time to time. The Parties agree to comply with the Business Associate Agreement located at https://procurementpartners.com/bussassociateagrmt/

1. Authorized Users. If the Software or the SaaS Services are limited to Authorized Users, the number of Authorized Users licensed and the mechanism for increasing the number of Authorized Users licensed shall be as set forth in an applicable Order Form. Subject to any limitations in an Order Form and all requirements under this Agreement, Customer may reassign an Authorized User license from one individual to another individual, add Authorized Users, and delete Authorized Users by complying with all requirements, policies and procedures established by Company from time to time with respect to its on-line registration and deregistration process for Authorized Users and assignment of User IDs.
2. Service Level Agreements; Support Services.

1. Service Level Agreement. Subject to the terms and conditions of this Agreement, Company shall use commercially reasonable efforts to maintain operation of the SaaS Services on a 24-hours per day, 365 days per year basis in accordance with the Service Level Agreements (“SLAs”) located at https://procurementpartners.com/svrlvlagrmt/.
2. Support Services. The Fees include the provision to Customer of Company’s standard telephone, e-mail and web-based Support Services, which is available from 8 AM Eastern Time to 6 PM Eastern Time, Monday through Friday (excluding Company holidays). Additional support terms, if any, may be set forth in the applicable Order Form.

III.  Customer Obligations. Customer agrees to train at least two (2) of its personnel on the use and operation of the Software, and to provide on-going instruction and training to its personnel on a periodic basis to ensure that at least two (2) of its personnel are adequately trained at all times as Authorized Users.

1. Error Resolution. If Customer identifies an Error, Customer will report the Error to Company in accordance with Company’s support procedures. Customer will provide all information reasonably requested by Company and will give Company assistance and co-operation to enable Company to properly perform the activities included in this Agreement. An “Error” is an event where the Software or the SaaS Services does not perform substantially as described in the Documentation.
2. Support Exceptions. Company will not be responsible or liable with respect to any problems or issues arising from: (a) unauthorized or improper use of the Software or the SaaS Services; (b) modification, alteration or configuration of the Software or the SaaS Services by or for Customer that has not been authorized in writing by Company; (c) hardware, software, technology or intellectual property which has not been provided by Company pursuant to this Agreement; (d) communications facilities; (e) any breach of this Agreement by Customer, or any act or omission of any Authorized User which, if performed or omitted by Customer would be a material breach of this Agreement; and/or (f) any act or omission of Customer or any Authorized User that prevents, delays, disturbs or interferes with Company’s performance of its obligations hereunder.
3. Scheduled Maintenance. Company reserves the right to take down the SaaS Services to conduct routine maintenance checks (“Scheduled Maintenance”) or emergency maintenance (“Emergency Maintenance”). Company will use commercially reasonable efforts to perform Scheduled Maintenance outside of regular business hours. Company will not be responsible for any damages or costs incurred by Customer, if any, for Scheduled Maintenance or Emergency Maintenance.

VII.  Support Access and Remote Troubleshooting. The Customer hereby expressly acknowledges, consents to, and authorizes Company personnel providing Support Services to access the Customer’s application environment, including the Customer’s configuration settings, associated data, system logs, and related infrastructure, on an as-needed basis and for the sole purpose of investigating, diagnosing, and resolving Errors or other issues identified or submitted by the Customer or any Authorized User. The Customer expressly agrees and acknowledges that Company personnel providing Support Services may access the Customer’s application environment without providing advance notice to the Customer or any Authorized User prior to the commencement of a support session. By using the SaaS Services and submitting an Error through any support channel, the Customer expressly authorizes Company personnel providing Support Services to access the Customer’s application environment at any time following submission of such Error, until the issue is resolved or the support ticket is closed. The Customer acknowledges and agrees that this rights of access with no prior notice is granted to allow Procurement Partners to: (a) respond to critical and time-sensitive issues with maximum efficiency; (b) capture live system states, logs, and diagnostic data that may only be reproducible at the time of access; and (c) minimize disruption to the Customer’s operations by resolving issues as quickly as possible.

All access to Customer’s application environment for the Services in connection with Support Services shall be: (1) strictly limited to activities necessary to diagnose and resolve the applicable Error; (2) conducted only by Company’s authorized personnel providing Support Services; (3) performed in compliance with applicable data privacy and security laws and regulations; and (4) subject to Company’s internal access control and security policies.

Company will not access Customer’s application environment for the Services to access, view, copy, modify, or disclose any confidential business information, financial data, or personally identifiable information beyond what is strictly necessary to resolve the Error.

Company will maintain a log of all remote access sessions for Support Services, including the date and time of access, the identity of the personnel who accessed the Services, and a brief description of the Error being addressed. Upon Customer’s written request, Company will provide Customer with a summary of such Support Service activity within a reasonable timeframe not to exceed ten (10) business days.

VIII.  Updates and Upgrades. Provided Customer is current on all Fees during the Term, as part of the Support Services, Company will provide Customer with Updates without additional fees and will provide Upgrades, with or without additional fees as determined by Company in its sole discretion. To the extent there are any fees associated with such Upgrade, the Parties will enter into a new Order Form setting forth the pricing and description of the applicable Upgrade. The SasS Services may be updated automatically once a new Update or Upgrade is available. Updates and Upgrades will become part of the Software and will be subject to the provisions of this Agreement. Customer shall ensure that Customer and/or all Authorized Users accept, download, install, and/or use all available Updates or Upgrades without undue delay (and in any event within fourteen (14) days after the scheduled release for the applicable Update or Upgrade). Customer acknowledges and agrees that its failure to timely accept, download, install, and/or use such Updates or Upgrades may result in disruptions to or failures of the SaaS Services, security risks or suspension of Customer’s access to the SaaS Services, without any liability on the part of Company to Customer or any third party.

1. Customer understands, acknowledges, and agrees that any service level targets, whether set forth in this Agreement or the SLAs, are intended for guidance only and do not constitute binding performance guarantees. Failure to meet these targets will not entitle Customer to penalties, service credits, or other remedies, except as otherwise expressly set forth in the SLAs or the applicable Order Form.

1. Additional Services.

1. Additional Services. Subject to the terms and conditions of this Agreement, Company shall provide any Additional Services to Customer as set forth on the Order Form or an applicable statement of work.
2. Integration Services. Subject to the terms and conditions of this Agreement, Company shall provide the Standard Integration Scope of Services to Customer as set forth on the Order Form or an applicable statement of work.

III.  Implementation Services. Subject to the terms and conditions of this Agreement, Company shall provide the Standard Implementation Scope of Services to Customer as set forth on the Order Form or an applicable statement of work.

1. Any Additional Services, Integration Services, or Implementation Services will be provided at Company’s then current hourly rates as set forth in an applicable Order Form or statement of work.

1. Fees and Payment.

1. Fees and Payment Terms. Customer agrees to pay to Company the fees for access to the Software, SaaS Services, Additional Services and any other products and services as set forth in the Order Form or as otherwise set forth in a separate agreement between Company and Customer (the “Fees”). All Fees are quoted and payable in United States currency and are non-refundable. Unless otherwise set forth in the Order Form, Fees are due and payable regardless of actual usage of Services.
2. Invoicing. Company will transmit invoices for the Fees to Customers in accordance with the Order Form or as otherwise set forth in a separate agreement between Company and Customer. Fees for any usage-based Services or Services provided in accordance with Section 5 of this Agreement will be reconciled and invoiced on a monthly basis in arrears. Unless otherwise set forth on the Order Form, all Fees are due and payable within thirty (30) days of the invoice date If Customer believes that an invoice is incorrect, Customer must contact Company’s finance department in writing at the email contact listed on invoices within thirty (30) days of the invoice date. The notice must list the disputed amount. If Customer does not provide such notice within thirty (30) days of the invoice date , Customer shall be deemed to have accepted and agreed to pay such invoice for all purposes of this Agreement and the Order Form. All undisputed amounts remain payable based on the terms stated in the Order Form.

III.  Late Fees; Suspension of Services; Collection Costs. If Customer fails to pay any charges when due, Company may charge interest on the past due amounts at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law. In addition to any other rights and remedies of Company hereunder, if payment is past due, Company may, in its sole discretion, elect to suspend the SaaS Services and any other Services under this Agreement in accordance with Section 2(III), and Company’s suspension of the SaaS Services does not relieve Customer of any of its obligations under this Agreement. Customer agrees to pay all costs and expenses (including reasonable attorneys’ fees) incurred by Company in connection with collecting any amounts due and payable by Customer under this Agreement.

1. Taxes.The Fees do not include taxes. Customer will be responsible for and reimburse and hold Company harmless against the payment of all taxes associated with this Agreement (other than taxes based on Company’s gross receipts or net income).
2. Company’s Right to Inspection. Customer grants to Company, or its independent nationally recognized accountants, upon fifteen business (15) days prior written notice, the right to reasonably examine those portions of its books, records and accounts related to this Agreement during Customer’s normal business hours and not more than once per year solely to verify Customer’s compliance with this Agreement. If any audit of Customer’s books and records reveals that Customer has failed properly to account for and pay any amounts due and payable to Company hereunder (an “Underpayment“), and the amount of any such Underpayment exceeds by five percent (5%) or more the amounts actually accounted for and paid to Company, then Customer will pay Company all undisputed past due amounts and reimburse Company for Company’s reasonable expenses incurred in conducting the audit.

1. Customer Responsibilities.

1. Registration Information and User IDs.Customer will register each Authorized User using Company’s on-line registration process and provide the name, contact information and other information required by Company’s on-line registration process to register each Authorized User (collectively, the “Registration Information”). Each Authorized User will have a unique User ID for his or her access to the SaaS Services. Customer will ensure that its Authorized Users will use only their respective assigned User IDs and will never use another’s User ID. Customer will adopt and maintain such security precautions for User IDs to prevent their disclosure to and use by unauthorized persons and will promptly notify Company if the security or integrity of a User ID or password has been compromised. Customer will promptly delete or deactivate any Authorized User’s account when that user is no longer an Authorized User.
2. Responsibility for Users.Customer will: (a) be responsible and liable for its and any Authorized Users’ compliance with this Agreement and use of the Sass Services; (b) use commercially reasonable efforts to prevent unauthorized access to or use of the SaaS Services; and (c) not make the SaaS Services available to anyone other than Authorized Users or as otherwise contemplated by this Agreement. Customer accepts responsibility for all activity occurring under its accounts, both directly or indirectly, whether such activity or use is permitted by or in violation of this Agreement. Customer will promptly notify Company of any unauthorized access or use of the SaaS Services which Customer becomes aware. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer.

III.  Computer System. Customer will: (a) cooperate and consult with Company in the set-up and activation of the SaaS Services for Customer, (b) provide and maintain, in good and working order at all times, its own internet access and all necessary communications equipment, software and other materials necessary for Authorized Users to access and use the SaaS Services. Customer is responsible for the security of its own computer systems and the security of its access to and connection with the SaaS Services. Customer shall be solely responsible for gaining access to the SaaS Service, and Company shall bear no responsibility or liability for problems arising from or related to Customer’s access. Company shall have no liability to Customer arising out of any action or inaction of any Vendor or the inaccuracy of any content material provided by a Vendor to Company and transmitted through the software or the SaaS Service.

1. Anti-Virus. During the Term, Customer will deploy, at its sole expense, a reputable industry recognized non-freeware anti-virus solution. Such anti-virus solution must automatically obtain daily virus definition updates and load such updates on all of Customer’s computer and other devices. If Customer fails to adhere to this provision, Company may deny Customer’s access to Company’s systems for those devices that do not have anti-virus with active automatic updates until such time as Customer deploys an anti-virus solution pursuant to this provision.
2. Authorization; Non-infringement; Delivery of Data.Customer is responsible for obtaining all authorizations, consents, releases, and permissions all necessary or desirable to enter Data into the SaaS Services, to use the SaaS Services to process and store Data and to receive the Services and Output. Customer and its Authorized Users will not submit any Data or use the Services in any way that infringes, misappropriates, or violates any trademark, copyright, patent, trade secret, publicity, privacy or other right of any third party or violates any applicable local, state or federal laws, statutes, ordinances, rules or regulations or any judicial or administrative orders. Company shall not be liable for the accuracy, completeness or authenticity of Data furnished by Customer or any other third party, and shall have no obligation or responsibility to audit, check or verify the Data.
3. No Interference with Service Operations. Customer will not take any action that: (a) interferes or attempts to interfere with the proper working of the SaaS Services or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the SaaS Services; (b) circumvents, disables, or interferes or attempts to circumvent, disable, or interfere with security-related features of the SaaS Services or features that prevent or restrict use, access to, or copying of any data or enforce limitations on use of the SaaS Services or data; or (c) imposes or may impose, in Company’s sole discretion, an unreasonable or disproportionately large load on the SaaS Services infrastructure.

VII.  Customer Review and Responsibility. Customer will be solely responsible for any services that it provides to others involving the use of the Software, SaaS Services, Data, Output or the Services. Company makes no representations concerning the completeness, accuracy, or utility of any Data in the SaaS Services or any Output or concerning the qualifications or competence of any Authorized User that may place Data in the SaaS Services. Customer shall be solely responsible for ensuring accuracy, completeness and compliance of any Output provided to any third party, and all liabilities and responsibilities in connection with such Output, and Company shall not be responsible for the accuracy, completeness, or compliance thereof. Neither Customer nor any other person will have any claim or cause of action against Company as a result of any professional or other services rendered or withheld in connection with the use of the SaaS Services, Data, Output or the Services.

VIII.  Professional Responsibility. Customer acknowledges that the professional duty to a patient in the provision of healthcare services (including but not limited to the dispensing of drug prescriptions, provision of drug information, substitution of one drug product for another, availability of generic substitutable alternative drug products, providing instruction, and answering questions a patient may have) lies solely with the healthcare professional providing direct patient care or pharmacy services. Customer acknowledges and agrees that the Software, the Saas Services, the Output, or the Services are not a replacement for the professional clinical judgment of a healthcare professional. Customer acknowledges and agrees that neither Company nor its licensors provides medical, pharmaceutical, legal, financial, regulatory, tax, benefits, or other professional advice or patient services in connection with this Agreement or as part of or as a result of the provision of the Software and SaaS Services. Customer acknowledges that Output and other content from the Software and SaaS Services: (a) is not a substitute for verbal medication counseling or physical demonstration of an administration technique by a healthcare professional and (b) may be confusing to certain patients when not interpreted by a healthcare professional. Customer may not use the content in, and function of, the Software for the purpose of providing any patient or health care services.

1. Term and Termination.

1. Term.Unless terminated earlier pursuant to this Agreement’s express provisions, this Agreement will remain in effect for the term set forth in the applicable Order Form (“Term”). 
2. Termination. Either Party may terminate this Agreement: (a) effective on written notice if the other Party materially breach this Agreement, and such breach (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non- breaching Party provides the breaching Party with written notice of such breach; or (b) effective immediately upon written notice to the other Party, if the other Party becomes insolvent or fails to pay its debts as they become due; files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; makes or seeks to make a general assignment for the benefit of its creditors; or applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

III.  Termination Fee. Unless otherwise specified in the applicable Order Form, Customer shall incur an early termination fee for any early termination of that Order Form or this Agreement in part (i.e. 1 Location and/or 1 Service) or in whole, other than a termination by the Customer under Sections 8(II) above (a “Termination Fee”). The Customer’s applicable Termination Fee shall be the lesser of: (a) all Fees for the remainder of the applicable Term in which termination occurs; or (b) all Fees for the next twelve (12) months of the applicable Term in which termination occurs. Any applicable Termination Fee shall be due and payable immediately upon the termination event which triggers them, and Customer agrees to pay Company any applicable Termination Fee, as well as all expenses (including reasonable attorneys’ fees and court costs) arising out of or connected with the collection thereof. Company’s right to the Termination Fee shall be in addition to any other rights or remedies available to Company at law or in equity.

1. Effect of Termination.

1. 1. 1. Upon termination of this Agreement or any Order Form for any reason, all licenses granted hereunder will automatically terminate, and Company may immediately disable and discontinue Customer’s access to and use of the Software and/or the SaaS Services without additional notice to Customer. Customer will return to Company all Documentation and other materials it has acquired pertaining to the Software, the SaaS Services or any Confidential Information. Upon request, Customer will provide to Company a certification of destruction by an authorized officer of Customer. In addition, all fees and payment obligations of Customer, including, without limitation, the Termination Fee, if applicable, will become immediately due and payable.
      2. All rights to payment and the provisions of Sections 6, 7(II), 7(IV), 7(VI), 8(III) and 9-13 of this Agreement (together with any other provisions of this Agreement that by their sense and context are intended to survive termination) will survive any expiration or termination of the Agreement.
2. Proprietary Rights; Ownership.

1. SaaS Services. Company is and will remain the exclusive owner of all right, title and interest in and to the Software, SaaS Services, Updates, Documentation, Company’s Confidential Information, and all other specifications, manuals, tapes, programs, documentation, reports, systems, work product and/or other tangible or intangible material of any nature used, developed, provided or accessible to Customer in connection with this Agreement, including all intellectual property rights therein (the “Company Materials”). Customer hereby acknowledges and agrees that the Company Materials, including without limitation, its Confidential Information, constitute and contain valuable proprietary products and trade secrets of Company, embodying substantial creative efforts and confidential information, ideas, and expressions. The Parties acknowledge that this Agreement in no way limits or restricts Company or any Company affiliates from developing or marketing on their own or for any third party software or services, as from time to time constituted without payment of any compensation, or delivery of any notice, to Customer.
2. Aggregated Information. Customer acknowledges and agrees that all general, anonymized or otherwise aggregated information based on Data or Output from Customer’s or its Authorized Users’ use of the Services or data based on Customer’s or its Authorized Users’ overall use of the Services are and will remain the property of Company. Company may create statistical reports, benchmarking and other data reports and solutions relating to the Software or the Services utilizing transaction data and usage data, and such reports may be aggregated and anonymized and may be reported, delivered and sold publicly to third parties. Company may, from time to time, offer benchmarking programs to facilitate deeper analysis into commercial trends for companies wishing to participate. All such aggregated and anonymized reports and solutions shall be the property of the Company. Company shall be entitled to use such aggregated and anonymized data to develop, train, and improve its products and services, including through artificial intelligence and machine learning techniques.

III.  Data and Output. Customer grants to Company a non-exclusive license, during the term of this Agreement, to use, reproduce, modify, display and distribute Data and Output for the purposes of performing its obligations under this Agreement. Subject to the foregoing, Customer is and will remain the owner of all right, title and interest in and to all Data, Output and Customer Confidential Information.

1. Feedback. To the extent that Company receives from Customer or any of its Authorized Users any suggestions, ideas, improvements, modifications, feedback, error identifications or other information related to the SaaS Services or any other products or services, including Beta Features, (“Feedback”), Company may use, disclose and exploit such Feedback without restriction, including to improve the Services and to develop, market, offer, sell and provide other products and services.
2. Group Purchasing Organizations. If Customer is a member of a Group Purchasing Organization (“GPO”) with which Company has a relationship or service agreement, Customer acknowledges, understands, and agrees that, for so long as Customer is a member of such GPO in good standing, Customer hereby authorizes Company, and Company is hereby authorized and permitted, to share Data and Output with the GPO regarding the Customer or its use of the Software or SaaS Services, including for purposes of sharing spend data, analytics, administrative fee data, and compliance reporting to the GPO.

1. Retention of Data. For a period of thirty (30) days after the termination of this Agreement, Company will use commercially reasonable efforts to make available to Customer all Data contained in the Software and thereafter, Company will use commercially reasonable efforts delete such Data. Notwithstanding the foregoing, Company may retain copies of Data on its production servers to the extent Customer makes Data available to third parties via the Software. In addition, Company may retain backup copies of Data to be stored and deleted in accordance with Company’s normal backup retention and destruction procedures, and Company may retain Data as required by applicable laws and for its historical records. Upon Customer’s request and at Customer’s sole cost and expense, including the payment to Company of Procurement Partner’s then current rates for time and materials engagements, Company will provide reasonable assistance services to assist Customer in the transfer and migration of the Data to Customer or another third-party vendor, for a period not to exceed 30 days following the expiration or termination of this Agreement for any reason.

1. Confidential Information.

1. Definition.“Confidential Information” means information of or relating to Customer or Company or their respective affiliates, subsidiaries, vendors, suppliers, contractors or licensors, that is competitively sensitive material not generally known to the public, including without limitation, information that relates to past, present or future research and development, trade secrets, products and services, pricing, marketing, financial matters, or business affairs (including without limitation, policies, procedures, plans, methods of operation, specifications, manuals, programs, documentation, guidelines, procedures, forms, and report formats), systems, networks, computer equipment and software proprietary to or licensed by a Party, including without limitation, object or source code, custom software modifications, software documentation and training aids, and all data, code, techniques, algorithms, methods, logic, architecture, and designs embodied or incorporated therein.
2. Obligations. The Parties acknowledge that the Services require disclosure by each Party (“Disclosing Party”) to the other Party (“Receiving Party”) of certain of the Disclosing Party’s Confidential Information. With respect to Confidential Information of the Disclosing Party that is disclosed to the Receiving Party, the Receiving Party shall, subject to the exceptions stated herein: (a) maintain and protect the confidentiality of the information with the same care and measures to avoid unauthorized disclosure or access as the Receiving Party uses with its own Confidential Information, but in no event less than a reasonable standard of care; (b) use the information solely to carry out the purposes for which the information was disclosed; and limit access to the information to: (i) employees of the Receiving Party, or of its subsidiaries or affiliates, who have a need to know to facilitate, monitor or review the delivery, receipt or performance of the Services; (ii) employees of the Receiving Party’s suppliers or licensors who have a need to know the information solely for the purpose of facilitating the performance, delivery or use of the Services; and (iii) the Receiving Party’s external attorneys and auditors. Any of the foregoing individuals to whom the Receiving Party discloses information must be under a legally binding obligation to maintain the confidentiality of the information. The Receiving Party shall remain responsible to the Disclosing Party for acts or omissions of such individuals that if committed by the Receiving Party would constitute a violation of the Receiving Party’s confidentiality obligations hereunder. Customer shall not disclose the terms and conditions of this Agreement, including without limitation, pricing, to any third party without Company’s prior written consent.

III.  Exceptions. The Receiving Party shall not be in violation of this Agreement for: disclosing Confidential Information of the Disclosing Party that: (a) (i) is or becomes publicly available other than as a result of a breach of this Agreement, (ii) is disclosed to the Receiving Party by a third party not subject to any obligation of confidentiality, (iii) was already known by the Receiving Party prior to the date of this Agreement (unless disclosed in connection with negotiations and discussions related to this Agreement or associated transactions), or (iv) was independently developed by the Receiving Party without reference to Confidential Information received from the Disclosing Party; or (b) disclosing Confidential Information of the Disclosing Party when required to do so by (i) the Receiving Party’s federal or state regulatory agencies, or (ii) a federal or state law or regulation, or a subpoena or court order or agency action that requires disclosure, provided, however, that, if disclosure of Confidential Information is required by any of the foregoing, the Receiving Party shall, unless prohibited by law, regulation or court or agency order, promptly notify the Disclosing Party and, at the Disclosing Party’s request and expense, cooperate with the Disclosing Party’s efforts, if any, to prevent or limit the disclosure.

1. No License; Return of Information. Nothing in this Section shall be construed as a grant or assignment of any right or license in the Disclosing Party’s Confidential Information. The Disclosing Party’s Confidential Information shall at all times remain the property of the Disclosing Party. At any time the Disclosing Party reasonably requests, and in any event upon the termination or expiration of this Agreement, the Receiving Party shall, at the election of the Disclosing Party, promptly return to the Disclosing Party all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control, or certify in writing to the Disclosing Party that the Confidential Information has been destroyed, subject to any provisions in this Agreement regarding return of Customer’s Data or as otherwise agreed between the Parties for the transfer of Customer’s Data to a third party.
2. Remedies and Responsibilities. The Receiving Party acknowledges that the Disclosing Party has the right to take all reasonable steps to protect the Disclosing Party’s Confidential Information, including without limitation, seeking injunctive relief and/or any other remedies that may be available at law or in equity, all of which remedies shall be cumulative and in addition to any rights and remedies available by contract, law, rule, regulation or order. Any requirements for a bond in connection with any such injunctive or other equitable relief are hereby waived by both Parties.
3. Security.For the SaaS Services, Company will maintain an information security program containing appropriate industry standard administrative, technical and physical measures and intended to protect Customer Content against accidental or unlawful destruction, alteration, unauthorized disclosure or access consistent with applicable laws and data processing industry standard. If Company becomes aware of a security breach (as defined in any applicable law) or any other event that compromises the security, confidentiality or integrity of Customer Content (an “Incident“), Company will take appropriate actions to contain, investigate and mitigate the Incident. Company will use commercially reasonable efforts to notify Customer of an Incident as soon as reasonably possible. Customer acknowledges that, notwithstanding such security precautions, use of, or connection to, the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Software and Customer Content. Accordingly, Company cannot and does not guaranty the privacy, security, integrity or authenticity of any information so transmitted over or stored in the Software or any other system connected to the Internet, or that any of the security precautions set forth above will be adequate or sufficient.

1. Limitations; Warranties; Disclaimer.

1. Company’s Warranties.Company warrants that: (a) the Services will be performed in a timely, professional and workman-like manner in accordance with industry standards; and (b) Software and SaaS Services will be provided and will perform in all material respects with the functions and features described in the then current Documentation when accessed in accordance with the Documentation and the terms and conditions of this Agreement. In the event of breach of the warranty in this Section 11(I), Company will promptly repair the Software or replace it with software of substantially similar functionality. The remedies set forth in this Section 11(I) are Customer’s sole and exclusive remedies and Company’s sole and exclusive liability under the limited warranty set forth in this Section.
2. Customer Warranties. Customer represents and warrants to Company that: (a) Customer has full right, title and interest in and to the Data it supplies to Company, (b) the Data supplied by Customer to Company hereunder is accurate and complete; (c) Customer’s use of the Software and the SaaS Services will comply with all applicable federal, state, county and local laws, ordinances, codes, rule and regulations, including, without limitation, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (CAN-SPAM Act); and (d) Customer has secured all necessary licenses and/or authorizations for Company to use the Data pursuant to the terms of this Agreement.

III.  Mutual Warranties. Each Party warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement; (b) it will comply with all applicable federal, state, county and local laws, ordinances, orders, codes, rule and regulations in the performance of its obligations under this Agreement; (c) entering this Agreement and performing its obligations do not violate another contractual obligation; and (d) this Agreement is a binding obligation of the Party.

1. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED IN SECTION 11(I), THE SOFTWARE AND SERVICES ARE PROVIDED HEREUNDER “AS IS” AND PROCUREMENT PARTNER DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE OR SERVICES, OR ANY PRODUCTS, OUTPUTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. CUSTOMER EXPRESSLY AGREES THAT ITS USE OF THE SOFTWARE IS AT ITS SOLE RISK. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR THE SELECTION OF THE SERVICES AND SOFTWARE TO ACHIEVE CUSTOMER’S INTENDED RESULTS AND FOR ITS USE OF THE RESULTS OBTAINED FROM THE SERVICES AND SOFTWARE.
2. Limitations of Liability. IN NO EVENT WILL COMPANY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM

1. Indemnification.

1. Indemnification of Customer by Company.Subject to the limitations of liability in Section 11, Company shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third party claim, suit, action, or proceeding (“Third-Party Claim”) that the Software or any use of the SaaS Service in accordance with this Agreement, infringes or misappropriates such third party’s US patents, copyrights, or trade secrets. If such a claim is made or appears possible, Customer agrees to permit Company, at Company’s sole discretion, to: (a) modify or replace the Software, or component or part thereof, to make it non-infringing, or (b) obtain the right for Customer to continue use. If Company determines that neither alternative is reasonably available, Company may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This Section 12(I) will not apply to the extent that the alleged infringement arises from: (A) Customer’s violation of this Agreement; (B) revisions to the Software made by a party other than Company or Company’s designee, or without Company’s written consent; (C) Data; (D) Customer’s failure to incorporate Updates, Upgrades or modifications that would have avoided the alleged infringement; (E) use of the Software in combination with hardware, software, or technology not provided by Company: (i) that is specifically forbidden by the Documentation; or (ii) that is not designated in the Documentation as available for interface with the Software, unless such hardware or software is a host computer, operating system, or other type of hardware or software necessary for the Software to perform a function listed in the Documentation.
2. Indemnification of Company by Customer.Customer shall indemnify, hold harmless, and, at Company’s option, defend Company from and against any Losses resulting from any Third-Party Claim based on: (a) an allegation that the Data, or any use of the Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights; (b) Customer’s or any Authorized User’s gross negligence or willful misconduct; (c) Customer’s or any Authorized User’s use of the Software or SaaS Service in a manner not authorized by this Agreement; (d) Customer’s or any Authorized User’s use of the Software or SaaS Service in combination with data, software, hardware, equipment or technology not provided by Company or authorized by Company in writing; (e) modifications to the Software or the SaaS Services not made by Company; or (f) failure to comply with all applicable federal, state, and local laws, regulations, ordinances, codes, rule and orders.

III.  Indemnification Procedures. Each Party shall promptly notify the other Party in writing of any Third-Party Claim for which such Party believes it is entitled to be indemnified pursuant to Section 12(I) or Section 12(II). The Party seeking indemnification (the “Indemnitee”) shall cooperate with the other Party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and investigation of such Third-Party Claim and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Third-Party Claim on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such Third-Party Claim, the Indemnitee shall have the right, but no obligation, to defend against such Third-Party Claim, including settling such Third-Party Claim after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee’s failure to perform any obligations under this Section 12(III) will not relieve the Indemnitor of its obligations under this Section 12 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.

1. Sole Remedy. THIS SECTION 12 SETS FORTH CUSTOMER’S SOLE REMEDIES AND COMPANY’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SOFTWARE OR SAAS SERVICE INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

1. General.

1. Assignment, Successors.No right or license under this Agreement may be assigned or transferred by either Party, nor may any duty be delegated by either Party without the other Party’s prior written consent; provided, however, that either Party may assign this Agreement in its entirety, without the other Party’s consent, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its asset. Any assignment, transfer or delegation in contradiction of this provision will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the successors and permitted assigns of Customer and Company.
2. Subcontracting. Company may freely subcontract its duties and obligations under this Agreement. In the event that Company subcontracts any of its duties and obligations, Company agrees that: (a) the third party shall execute a confidentiality agreement consistent with the terms of this Agreement and (b) any such permitted subcontracting shall not release Company from any of its obligations under this Agreement.

III.  Force Majeure. Notwithstanding any other provision of this Agreement, no Party to this Agreement shall be deemed in default or breach of this Agreement or liable for any loss or damages or for any delay or failure in performance (except for the payment of money) due to any cause beyond the reasonable control of, and without fault or negligence by, such Party or its officers, directors, employees, agents or contractors. Without limiting the foregoing, the following shall constitute events of force majeure: acts of State or governmental action, riots, war, terrorism, strikes, lockouts, prolonged shortage of energy supplies, epidemics, fire, flood, hurricane, typhoon, earthquake, lightning, explosion, any other acts of God or any third party, the failure of telecommunications equipment or other hardware, any third party software or any third party services.

1. Governing Law. This Agreement shall be governed by the laws of the State of Georgia, excluding its principles of conflicts of laws.
2. Exclusive Forums. All disputes arising under this Agreement shall be brought solely in either the state or deferral courts located in the State of Georgia. Customer consents to the personal jurisdiction of the above courts.
3. Notice.All notices required or permitted under this Agreement will be in writing and sent by certified mail, return receipt requested, or by reputable oversight courier, or by hand delivery. The notice address for Company is: Procurement Partners, LLC – PO Box 930180, Atlanta, GA 31193-0180; and the notice address for Customer is the address specified in the applicable Order Form. Any notice sent in the manner sent forth above shall be deemed sufficiently given for all purposes hereunder: (a) in the case of certified mail, on the second business day after deposited in the U.S. mail, and (b) in the case of overnight courier or hand delivery, upon delivery. Either Party may change its notice address by giving written notice to the other Party by the means specified in this Section.

VII.  Independent Contractor. Company is acting as an independent contractor in its capacity under this Agreement. Nothing contained in this Agreement or in the relationship of the Customer and Company shall be deemed to constitute a partnership, joint venture, or any other relationship between the Customer and Company except as is limited by the terms of this Agreement.

VIII.  Non-solicitation. Customer agrees that, for the term of this Agreement and a period ending twelve (12) months following termination of this Agreement, neither it, nor its controlled affiliates, will, directly or indirectly, solicit for employment any individual employed by Company during the Term, provided, however, that the foregoing restriction on solicitations shall not restrict general solicitation of employment through advertisements or similar means that are not directed specifically at such employees.

1. Export Control. Customer shall not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Customer operates or does business, such as the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce, trade and economic sanctions maintained by the United States Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR”) maintained by the United States Department of State
2. Equitable Relief.Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under this Agreement would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
3. Public Announcement and Use of Customer Name and Logos. Upon execution of this Agreement, the Parties may agree to develop and issue a mutually agreeable press release announcing this transaction. Company may use in advertising, publicity, or otherwise the fact that Customer is a customer of Company. Company may also use Customer’s name and logos in its marketing and advertising materials, including, but not limited to, on its website and in its investor materials.

XII.  Miscellaneous. This Agreement, together with each Order Form and any exhibits thereto, constitutes the entire agreement between Company and Customer with respect to the subject matter hereof. The Parties agree, however, that nothing in this Agreement shall replace or supersede the fee or pricing terms previously or separately agreed to by Customer and Company (or its predecessor) for the Services. There are no restrictions, promises, warranties, covenants, or undertakings other than those expressly set forth herein and therein. This Agreement supersedes all prior negotiations, agreements, and undertakings between the Parties with respect to such matter. Company may amend, modify, supplement, or change the terms of this Agreement from time-to-time. If Company makes any amendment, modification, supplement, or change to this Agreement, Company will notify Customer by revising the last updated date at the top of this Agreement, and in some cases, Company may provide Customer with additional notice (such as adding a statement to invoices, sending an email notification, or providing a banner notification within the SaaS Services). Customer’s continued use of the Services shall constitute Customer’s consent and agreement to, and acceptance of, the changes. Company objects to any contrary or additional terms or conditions of or contained in Customer’s quote, confirmation, purchase order, or any other document or other communication issued by Customer, either before or after execution by Customer and Company of any Order Form. Any terms or conditions stated by Customer on Customer’s quote, confirmation, purchase order, or otherwise, or in otherwise acknowledging or accepting an Order Form, or in making a purchase, are deemed by Company to be a material alteration of this Agreement and objectionable, and are hereby rejected and void. No provision of this Agreement shall be construed against or interpreted to the disadvantage of any Party hereto by any court or arbitrator by reason of such Party having or being deemed to have structured or drafted such provision. The headings in this Agreement are for reference purposes only and shall not be deemed to have any substantive effect. If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be contrary to law, then the remaining provisions of this Agreement will remain in full force and effect. The failure of either Party at any time to require performance by the other Party of any provision of this Agreement shall not affect in any way the full right to require the performance at any subsequent time. The waiver by either Party of a breach of any provision of this Agreement shall not be taken or held to be a waiver of the provision itself. Any course of performance shall not be deemed to amend or limit any provision of this Agreement.