Buyer Intent Agreement

This Buyer Intent Program Agreement (the “Agreement”) is effective as of the effective date of the Order Form (defined below) referencing this Agreement (“Effective Date”) and is by and between Vendr, Inc., a Delaware corporation (“Vendr”), and the entity listed in the Order Form (“Partner”, and together with Vendr, the “Parties,” and each a “Party”). This Agreement incorporates by reference Vendr’s Platform Terms and Conditions which govern Partner’s use of Vendr’s online supplier portal (“Vendr Platform”).

1. Definitions.

1.1 “Authorized User” means a member of Partner’s go-to-market team authorized by Partner to access the Vendr Platform.

1.2 “Buyer” means an organization who has interacted with Vendr products or features.

1.3 “Buyer Intent” demonstrated interest in certain products and services through, without limitation, visiting certain Supplier pages on www.vendr.com, searching for certain products and services on the Vendr Platform, and/or engaging with Vendr products or features. It also includes interactions on third-party sites that use Vendr’s pricing data or have Vendr features embedded or integrated within such sites.

1.4 “Buyer Intent Data” means insights and other data relating to Buyer Intent.

1.5 “Partner Products” means Partner’s products and services which it may, from time to time, make available to its customers, including without limitation Buyers.

1.6 “Supplier” means a provider of products and services for which Buyer Intent Data may relate.

2. Description of Program.

During the Term (defined below), and subject to an order document mutually executed by the Parties (“Order Form”), Vendr will make available to each Authorized User certain Buyer Intent Data that enables Partner’s go-to-market teams to identify where a Buyer is on its buyer journey. Additionally, Partner may be permitted to select certain Suppliers and/or categories of Suppliers to monitor and track for Buyer Intent Data. Each Order Form will detail any limitations that may apply, including without limitation, the number of permitted Authorized Users, the quantity of Buyer Intent Data to be made available to Partner and its Authorized Users, and any category or quantity limitations on Suppliers that may be monitored and tracked by Partner. Each Authorized User account may only be used by one (1) individual. Notwithstanding anything to the contrary: Partner (a) is responsible for the security of its Authorized Users’ account credentials; and (b) remains liable for all acts and omissions of its Authorized Users within the Vendr Platform and with respect to the Buyer Intent Data.

3. Buyer Intent Data.

Partner may access Buyer Intent Data within the Vendr Platform. Buyer Intent Data shall only be used by, and for, Partner’s internal go-to-market teams. Partner: (a) is prohibited from making references to the source of Buyer Intent Data, or any specific details that may be shared or otherwise made available by Vendr, including without limitation in any communications or negotiations Partner may have with a Buyer or any third parties; (b) shall only use Buyer Intent Data, and other data made available on or through the Vendr Platform, in a manner reasonably designed to maintain Buyers’ trust and Vendr’s reputation; and (c) shall not disclose, provide, or otherwise make available Buyer Intent Data to any third parties.

4. Fees.

Partner will pay Vendr the fees listed in the applicable Order Form (“Program Fees”). Unless otherwise stated in the Order Form, Program Fees are: (a) in United States Dollars, (b) invoiced annually in advance upon execution of the Order Form, (c) due and payable within thirty (30) days of invoice date, and (d) exclusive of any applicable sales, use, or similar taxes (other than those imposed on Vendr’s net income or real or personal property. Additionally, except as otherwise stated in this Agreement or the applicable Order Form, Program Fees are non-cancelable and non-refundable. Vendr reserves the right to suspend Partner’s access to the Vendr Platform and/or Buyer Intent Data in the event any Program Fees are not paid on or before their due date, provided Vendr notifies Partner at least five (5) business days prior to such suspension.

5. Term; Termination.

This Agreement will commence as of the Effective Date and continue for as long as there is at least one (1) active Order Form (the “Term”), unless earlier terminated as permitted hereunder. Either Party may terminate this Agreement if the other Party materially breaches any provision of this Agreement and such material breach remains uncured for a period of thirty (30) or more days following notification of the breach to the non-breaching Party. Additionally, Vendr may terminate this Agreement immediately in the event Partner materially breaches Section 3. Upon termination of this Agreement or expiration of all Order Forms, all rights and licenses granted to either Party will end. Any existing obligations in connection with the payment of Program Fees will survive the expiration or termination of this Agreement and those provisions that by their nature are intended to survive the termination or expiration of this Agreement shall so survive.

6. Mutual Representations and Warranties.

Each party represents and warrants that: (a) it is an entity in good standing in the jurisdiction in which it is registered; (b) it has full right, power, and authority to enter into this Agreement and to bind itself to the terms and conditions herein, and that it is not a party to any other agreement that conflicts with its ability to enter into this Agreement; and (c) it will comply with all applicable federal, state, and local laws and regulations in respect to its performance of its obligations hereunder. THE BUYER INTENT DATA AND ALL RELATED INFORMATION PROVIDED BY VENDR AS PART OF THIS AGREEMENT, WHETHER THROUGH THE VENDR PLATFORM OR OTHERWISE, IS PROVIDED ON AN "AS-IS" BASIS AND VENDR DISCLAIMS ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. VENDR EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. ADDITIONALLY, VENDR SHALL HAVE NO LIABILITY WITH RESPECT TO THE PARTNER PRODUCTS, OR THEIR PROVISION TO BUYERS BY PARTNER, EVEN WHERE THE AGREEMENT BETWEEN PARTNER AND BUYER RESULTS FROM ANY PROMOTIONAL EFFORTS BY VENDR OR BUYER INTENT DATA PROVIDED OR OTHERWISE MADE AVAILABLE BY VENDR TO PARTNER. VENDR MAKES NO WARRANTIES REGARDING THE QUANTITY OF BUYER INTENT DATA TO BE PROVIDED TO PARTNER DURING THE TERM.

7. Confidentiality.

From time to time during the Term, either party (as the “Discloser”) may disclose or make available to the other party (as the “Recipient”) certain non-public information, including with respect to the Discloser’s business affairs, confidential intellectual property, products, services, research, developments, designs, financial or pricing information, customers, or the terms of this Agreement, whether orally or in written, electronic or other form or media, in each case that is marked confidential or should otherwise reasonably be understood to be confidential in light of the nature of the information and circumstances of its disclosure (collectively, “Confidential Information”). Confidential Information shall not include information that, at the time of disclosure and as established by documentary evidence by the Recipient: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section by the Recipient or any of its employees, contractors or agents; (b) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Recipient or its employees, contractors or agents before being disclosed by or on behalf of the Discloser; or (d) was or is independently developed by the Recipient without reference to or use, in whole or in part, of any of the Discloser’s Confidential Information. The Recipient shall: (i) protect and safeguard the confidentiality of the Discloser’s Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Discloser’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any person or entity, except to the Recipient’s employees, contractors and agents who need to know the Confidential Information to assist the Recipient, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The Recipient shall be responsible for any breach of this Section caused by any of its employees, contractors or agents. At any time during or within thirty (30) days after the Term, and at the Discloser’s written request, the Recipient will promptly return to the Discloser all copies, whether in written, electronic or other form or media, of the Discloser’s Confidential Information, or, at the Recipient’s election, destroy all such copies and confirm in writing to the Discloser that such Confidential Information has been destroyed; provided, however, the Recipient may retain Confidential Information in accordance with its standard backup or record retention policies or as required by law. In addition to all other remedies available at law, the Discloser may seek equitable relief (including injunctive relief) against the Recipient to prevent the breach or threatened breach of this Section and to secure its enforcement. In the event the Recipient is required to disclose the Discloser’s Confidential Information under applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction, then the Recipient may disclose such Confidential Information, so long as the Recipient (to the extent not legally prohibited) gives reasonable advance notice to the Discloser in advance of such disclosure, seeks confidential treatment of such information from the entity to which the disclosure is made, and discloses only that information which is legally required to be disclosed.

8. Indemnification.

Each Party agrees to defend, and indemnify the other Party, its parent, subsidiaries and affiliates, and their current and former officers, directors, employees, contractors, agents, and representatives from and against any and all claims, expenses (including, without limitation, reasonable outside attorneys’ fees and expenses), damages claimed by a third party, which the indemnified party may incur from a respective party’s (i) breach of its representations and warranties in this Agreement; and (ii) gross negligence or willful misconduct. The indemnifying party’s obligations are conditioned upon the indemnified party: (a) giving the indemnifying party prompt written notice of the claim (provided however, the failure to give timely notice will not relieve the indemnifying party of its obligations under this Agreement except to the extent that such failure materially impairs the ability of the indemnifying party to defend); (b) granting full control of the defense and settlement to the indemnifying party (provided however, the indemnified Party may participate with counsel of its choosing at its own expense); (c) reasonably cooperating with the indemnifying party, at the indemnifying party’s expense with regard to out-of-pocket expenses, in defense and settlement of any such claim; and (d) not admitting any fault or liability of the indemnifying party or itself.

9. Limitation of Liability.

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSSES, COSTS OR EXPENSES OF ANY KIND, HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, COSTS OR EXPENSES. IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY FOR ANY DAMAGES IN ANY ACTION (BASED ON CONTRACT OR TORT OR OTHERWISE) ARISING FROM THIS AGREEMENT EXCEED THE TOTAL PROGRAM FEES PAID OR PAYABLE PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO OCCURRENCE OF THE FACTS GIVING RISE TO SUCH CLAIM. THE LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES WILL APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE BEEN DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, VOID OR UNENFORCEABLE. MOREOVER, THE PARTIES AGREE THAT THE LIMITATIONS IN THIS SECTION ARE A BARGAINED-FOR EXCHANGE AND A MATERIAL CONDITION AND PREMISE OF THIS AGREEMENT.

10. Miscellaneous.

Neither Party will, whether directly or indirectly, assign or transfer any of its rights or obligations by operation of law or otherwise under this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, a Party may assign this Agreement without such consent to its successor in interest by way of a merger, acquisition or sale of all or substantially all of its assets. Any attempted or purported assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void ab initio. Any notice provided pursuant to this Agreement, unless otherwise provided, will be in writing and will be deemed given (i) if by email to the address listed in the Order Form, as of twenty four (24) hours after sending unless notification on non-delivery is given, (iii) if mailed, three days after deposit in the United States mail, postage prepaid, certified mail return receipt requested, or (iv) if sent via overnight courier with receipt, upon confirmed delivery, in each case to each Party at the addresses listed in the Order Form, unless a Party has notified the other of a change of address. Notwithstanding the foregoing, all notices to Vendr shall be copied by email to legal@vendr.com. This Agreement and performance hereunder will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflicts of law. The sole jurisdiction and venue for actions related to the subject matter hereof will be the applicable state and U.S. federal courts located in Boston, Massachusetts. The Parties will at all times be independent contractors with respect to each other in carrying out this Agreement. Each Party is solely responsible for its own employees in connection with performance under this Agreement, and all salary, wages, and benefits owed thereto. Neither Party has the right to bind the other in any manner whatsoever, and nothing in this Agreement will be interpreted to make either Party the agent or legal representative of the other or to make the Parties joint venturers or Partners. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such paragraph, or in any way affect such agreements. This Agreement may be executed by the Parties in counterparts by PDF exchange or other means, and each of which will be deemed to be an original but all of which will be one and the same document. This Agreement constitutes the complete understanding and agreement of the Parties with respect to the subject matter hereof and supersedes and merges any prior understandings, statements, and negotiations between the Parties, whether oral or otherwise. If any provision of this Agreement is determined to be illegal or unenforceable, the validity or enforceability of the remainder of the terms or provisions herein will remain in full force and effect. A Party’s failure to exercise any of its rights under this Agreement will not constitute or be deemed a waiver or forfeiture of any such rights. This Agreement may not be modified except by a writing subscribed to by both Parties.