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MASTER SUBSCRIPTION AGREEMENT

This Master Subscription Agreement (this “Agreement”) is effective this [INSERT DATE] and sets forth the terms and conditions under which supplier.io agrees to provide its Software Services and/or Data Services (each as defined below, and collectively, the “Services”) to [INSERT CLIENT NAME] located at [INSERT CLIENT ADDRESS] (“Customer”). All SOWs under this Agreement shall reference this Agreement.

  1. Software Services

1.1 License Grant. Subject to the terms and conditions of this Agreement, supplier.io grants Customer a revocable, non-exclusive, non-transferable, non-sublicenseable, worldwide and limited license to access and use the software applications set forth on Customer’s Order Form (the “Software Services”), during the Term (as defined below), solely for Customer’s internal business purposes. All rights not specifically granted hereunder are expressly reserved by supplier.io.

1.2 Restrictions on Use. Customer shall not, and shall ensure that its Users (as defined below) do not (i) rent, license, sublicense, sell, lease, transfer, assign, loan, distribute, market, or otherwise commercially exploit or disclose or make available to any third party the Software Service, or any portion thereof, in any form; (ii) modify, reverse engineer, reverse assemble, reverse compile, copy or create derivative works based upon the Software Service or any portion thereof; (iii) allow more than the number of users set forth on Customer’s Order Form (“Users”) to access or use the Software Services; (iv) create Internet “links” to the Software Service or “frame” or “mirror” any content of the Software Service on any other server or wireless or Internet-based device other than as authorized by supplier.io; (v) monitor the Software Service’s availability, performance or functionality, or use the Software Service for any other benchmarking or competitive purposes; (vi) use, transmit, disseminate, distribute or store via the Software Service any data, information or other material that infringes or otherwise violates any intellectual property or privacy right of any individual or entity; (vii) use the Software Service to further any unlawful purpose or to otherwise undertake any activities that reasonably may be expected to be harmful to or otherwise interfere with the Software Service, the use thereof by any other user, or any system, network or equipment of supplier.io or any third party, including
(a) intercepting or attempting to intercept any material transmitted via the Software Services, (b) sending transmissions that impose a disproportionately large load on the Software Services, either directly or by relaying, or (c) transmitting any virus, worm, trojan horse or other contaminating or destructive feature; or (viii) interfere with or violate or attempt to interfere with or violate (a) the security, integrity or performance of the Software Services, the data contained therein or supplier.io's systems, networks, authentication measures, servers or equipment or (b) the use of or access to the Software Services by any other user.

1.3 Implementation Services; Change Requests. supplier.io shall implement the Software Service for Customer as set forth in Customer’s Order Form. As part of the implementation of the Software Services, supplier.io shall establish a designated Customer personnel as Customer’s “system administrator,” who shall have the ability to issue accounts and passwords for each User authorized to access and use the Software Services. Each User may only access the Software Service through his/her own account and password. Customer shall be solely responsible for (i) ensuring that Users maintain the confidentiality of all accounts and passwords, (ii) all activities (whether authorized or not) that take place under all User accounts and/or password, and (iii) notifying supplier.io immediately of any unauthorized use of any such accounts or passwords or any other known or suspected breach of security relative to the Software Service. In the event any change in the implementation of the Software Services is required due to changes in Customer’s technical environment, business processes or otherwise (each, a “Change Request”), the parties shall agree to a mutually agreed upon change management process, including scope of required changes along with any additional fees (if applicable).. Customer acknowledges and agrees that the implementation of any Change Request may be subject to additional charges.

1.4 Uptime. supplier.io’s goal is to maintain an uptime of 99% with respect to the availability of the Software Services during the Term. Should supplier.io not be able to satisfy this goal, as Customer’s sole and exclusive remedy and supplier.io’s sole and exclusive liability for such occurrence, supplier.io will provide Customer with the following credits against hourly charges otherwise due and payable by Customer for the implementation of any Change Requests:

Actual Uptime* of the Software Services

Hours of Free
Change Requests

99.0% +

0

97 – 98.9%

10

96 – 96.9%

20

<  95%

40

 

*For the purposes of this Agreement, “uptime” will mean availability of the servers on which the Software Services are located, minus all scheduled downtime for maintenance.    Customer will be notified of scheduled maintenance through a notice, which shall be no less than five (5) business days notice.

1.5 Technical Support. During the Term, supplier.io will provide telephonic and e-mail support with respect to Customer’s use of the Software Services. Such support will be available during supplier.io’s normal business hours (8 a.m. to 6 p.m., CST, Monday through Friday, exclusive of supplier.io holidays). Additional support services may be arranged by separate agreement with supplier.io, and subject to additional charge. supplier.io shall use commercially reasonable efforts to promptly remedy any material defects in, or material degradation in the performance of, the Software Services of which supplier.io is notified or otherwise becomes aware.

1.6 Interactions with Third Parties. During use of the Software Services, Customer may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing or offering their goods and/or services through the Software Services. Any such activity, and any terms, conditions, warranties or representations associated with such activity (collectively, “Third Party Matters”), is solely between Customer and the applicable third party. supplier.io AND ITS LICENSORS SHALL HAVE NO LIABILITY, OBLIGATION OR RESPONSIBILITY FOR ANY SUCH CORRESPONDENCE, PURCHASE OR PROMOTION BETWEEN CUSTOMER AND ANY SUCH THIRD PARTY. supplier.io does not endorse any products, services or sites on the Internet that are linked through the Software Services. supplier.io provides these links only as a matter of convenience, and in no event shall supplier.io or its licensors be responsible for any content, products, or other materials on or available from such sites.

  1. Data Services

2.1 Data Services. supplier.io agrees to provide Customer with the data enrichment services (the “Data Services,” and with the Software Services, collectively, the “Services”), solely for Customer’s internal business purposes. Customer shall provide such information and perform such other tasks and/or responsibilities as are required of Customer on Customer’s Order Form in connection with the provision of the Data Services.

2.2 Licensed Data. In furtherance of the Data Services, supplier.io grants Customer a revocable, non-exclusive, non-transferable, non-sublicenseable, and limited license to use during the Term the data provided to Customer pursuant to the Data Services (the “Licensed Data”), solely for Customer’s internal business purposes and subject to the terms and conditions of this Agreement. The Licensed Data consist of such data as has been or will be obtained and compiled by supplier.io in the ordinary course of its business, to the extent it is lawful to provide such data to Customer for use as permitted herein. supplier.io shall have no obligation to update the Licensed Data except to the extent the Data Services expressly require such updates. All rights not specifically granted hereunder are expressly reserved by supplier.io.

2.3 Restrictions on Use. Without limiting the generality of the foregoing, Customer shall not, directly or indirectly, (a) use the Licensed Data, in whole or in part, for any purpose other than its internal business purpose; (b) provide, sublicense, resell, distribute or otherwise disclose the Licensed Data, in whole or in part, to, or use the Licensed Data, in whole or in part, on behalf of, any third party; (c) make any copies of the Licensed Data, in whole or in part, other than for one (1) copy for backup or archival purposes or (d) advertise, or otherwise disclose to any third party, that supplier.io is the source of the Licensed Data with obtaining the prior written consent of supplier.io. Customer agrees that it shall use the Licensed Data strictly in accordance with (i) the terms of this Agreement, (ii) all applicable laws, ordinances, rules and regulations, including without limitation, all federal and state laws and (iii) all applicable industry association guidelines. supplier.io may, at any time, impose additional restrictions and/or prohibitions on Customer’s use of Licensed Data to the extent such restrictions and/or prohibitions are imposed on supplier.io by third parties with respect to such Licensed Data.

2.4 No Restriction on supplier.io. Nothing herein shall restrict the right or ability of supplier.io to use the Licensed Data in any manner or to sell or license the Licensed Data to any other person or entity, including those that may be competitors of Customer, at any time.

  1. Fees; Payment Terms

The fees for the Services (“Fees”) shall be as set forth in Customer’s Order Form. The Fees are exclusive of all taxes, duties or levies, however designated or computed, and Customer shall be responsible for and pay all such taxes, duties, levis and other assessments now or hereafter imposed on or in connection with this Agreement, exclusive of taxes based upon supplier.io’s net income. Except as expressly provided otherwise in Customer’s Order Form, the Fees shall be due and payable annually in advance, within thirty (30) days of the date of invoice. Any late payments shall accrue interest at the rate of 1% per month or the highest rate permitted under applicable law, whichever is less, plus all expenses of collection.

  1. Term; Termination

Except as expressly provided otherwise in Customer’s Order Form, this Agreement shall have an initial three (3) year term, and THEREAFTER SHALL BE AUTOMATICALLY RENEWED FOR SUCCESSIVE ONE (1) YEAR TERMS UNLESS EITHER PARTY PROVIDES WRITTEN NOTICE OF NON-RENEWAL AT LEAST SIXTY (60) DAYS’ PRIOR TO THE END OF THE THEN-CURRENT TERM (collectively, the “Term“). Either party may terminate this Agreement in the event the other party is in breach hereof and fails to cure such breach within thirty (30) days of written notice thereof; PROVIDED, HOWEVER, THAT supplier.io SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT IMMEDIATELY, WITH OR WITHOUT NOTICE, AND WITHOUT ANY LIABILITY OR OBLIGATION TO CUSTOMER, ANY USER OR ANY OTHER PARTY, IN THE EVENT CUSTOMER OR ANY USER USES THE SERVICES, THE LICENSED DATA, OR ANY PORTION OF ANY OF THE FOREGOING, IN CONTRAVENTION OF THE TERMS OF THIS AGREEMENT OR OTHERWISE IN DEROGATION OF supplier.io’S OR ITS LICENSOR’S PROPRIETARY RIGHTS THEREIN. Sections 1.2, 2.3, 2.4, 5, 6 and 8 through 11 of this Agreement shall survive any expiration or termination hereof.  In the event this Agreement expires or is terminated for any reason, Client shall promptly (but in event longer than five (5) business days form the effective date of expiration or termination) return to supplier.io all copies of the Licensed Data; provided, however, Customer may retain one copy of the Licensed Data for archival purposes as permitted under Section 2.3.

  1. Proprietary Rights

5.1 supplier.io Property. supplier.io or its licensors, as applicable, shall own all rights, title and interest in and to (a) the Services, the Licensed Data, all non-Customer identifiable supplier or third party information or data collected by supplier.io through the Services, any other materials provided hereunder and all technology underlying any of the foregoing; (b) all updates, modifications, enhancements and new versions to or of the foregoing, and all derivative works based thereon; together with (c) all copyrights, patents, trade secrets, database rights and other intellectual property associated therewith or appurtenant thereto (collectively, the “supplier.io Property”). Customer shall not commit any act or omission that impairs supplier.io’s rights, title and interest in and to any of the supplier.io Property, including but not limited to, removing or obliterating any copyright, trademark or other proprietary rights notices of supplier.io or supplier.io’s licensors from the Services, any Licensed Data or any other materials provided hereunder.

5.2 Customer Data. As between the parties hereto, Customer shall own all rights, title and interest in and to any non-public data provided by Customer in any form in connection with the Services (collectively, “Customer Data”). Customer hereby grants to supplier.io a non-exclusive, royalty-free and fully-paid-up license to use, reproduce, access and display the Customer Data; provided, however, that supplier.io shall use any Customer Data specifically designated by Customer in writing as “private” under this Agreement solely for the purpose of performing the Services and supplier.io’s obligations under the terms of this Agreement. Nothing contained in this Agreement shall prevent supplier.io from aggregating, in a non-identifiable manner, Customer Data with data collected from supplier.io’s other customers and using such aggregated data in future versions of the Licensed Data provided to its customers and/or to provide generalized risk assessments and trends to supplier.io's customers both during and after the Term. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and right to use of the Customer Data, and supplier.io EXPRESSLY DISCLAIMS, AND SHALL HAVE NO, RESPONSIBILITY OR LIABILITY THEREFOR, OR FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF THE CUSTOMER DATA. Upon any termination of this Agreement (other than by supplier.io for Customer’s breach), supplier.io will make available to Customer a file of the Customer Data within sixty (60) days of termination if so requested by Customer at the time of termination; provided, however, that supplier.io shall have no obligation to retain any Customer Data, and may delete such Customer Data, more than sixty (60) days after termination; and provided further, that supplier.io reserves the right to withhold, remove and/or discard Customer Data without notice in the event of Customer’s or any User’s breach of this Agreement. Customer should back-up its Customer Data on its own storage devices and is solely responsible for its failure to do so.

  1. Confidentiality

Each party shall retain in confidence all confidential, proprietary and/or non-public information of the other party (“Confidential Information”). Without limiting the generality of the foregoing, the supplier.io Property shall be deemed the Confidential Information of supplier.io. Except as is reasonably necessary in the performance of a party’s obligations and/or the exercise of its rights hereunder, neither party shall use, nor disclose to any third party, unless required to do so pursuant to a judicial or governmental requirement or order under law, any Confidential Information. Notwithstanding the foregoing, the terms of this Section are subject to Section 5.2 above and Confidential Information will not include information (i) independently developed by the receiving party or lawfully received free of restriction from another source that, to the receiving party’s knowledge, has the right to furnish such information; (ii) after it has become generally available to the public by acts not attributable to the receiving party or its employees, consultants or advisors; or (iii) that, at the time of disclosure to the receiving party, was known to the receiving party free of restriction. Neither party shall, without the other party’s prior written consent, use each other’s name in connection with any press release, publicity, advertising or other disclosure, except that supplier.io may use Customer’s name in a simple listing of supplier.io customers.

  1. Warranties

Each of Customer and supplier.io hereby represents and warrants that it has the full right, power and authority to enter into this Agreement and perform its duties and obligations hereunder. supplier.io represents and warrants that the Services shall be provided in a manner consistent with applicable general industry standards.

  1. Disclaimer

EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, supplier.io AND ITS LICENSORS MAKE NO, AND HEREBY DISCLAIM ALL, WARRANTIES, UNDERTAKINGS, REPRESENTATIONS, TERMS AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, BY STATUTE, COMMON LAW OR OTHERWISE, IN REGARD TO THE SERVICES, THE LICENSED DATA, ANY OTHER supplier.io PROPERTY AND/OR THE USE OR AVAILABILITY OF ANY OF THE FOREGOING, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, supplier.io AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY OR GUARANTY THAT (I) THE SOFTWARE SERVICES WILL OPERATE IN AN ERROR FREE, SECURE OR UNINTERRUPTED MANNER; (II) THE SOFTWARE SERVICE OR SERVER(S) HOSTING THE SOFTWARE SERVICE WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; (III) ERRORS OR DEFECTS IN THE SERVICES OR THE LICENSED DATA WILL BE CORRECTED; (IV) THE SERVICES OR THE LICENSED DATA WILL BE CURRENT, ACCURATE OR COMPLETE; OR (V) THE SERVICES OR THE LICENSED DATA WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS.

  1. Limitation of Liability

IN NO EVENT SHALL supplier.io OR ITS LICENSORS BE LIABLE FOR ANY (A) INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOSS OF BUSINESS, LOSS OF REVENUES, LOSS OF DATA OR INTERRUPTION OR CORRUPTION OF DATA, REGARDLESS OF THE CAUSE OF ACTION AND REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (B) AMOUNTS IN EXCESS OF THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO supplier.io FOR THE SERVICES GIVING RISE TO SUCH LIABILITY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM. NO ACTION, REGARDLESS OF FORM, RELATING IN ANY MANNER TO THE SERVICES OR THIS AGREEMENT MAY BE BROUGHT BY CUSTOMER MORE THAN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION HAS ACCRUED.

  1. Indemnification

10.1 By supplier.io for Infringement. supplier.io shall defend, indemnify and hold Customer harmless from any third party claim, demand, or cause of action based upon or arising out of any claim that the Services infringe any U.S. copyright or misappropriates any trade secret existing under the laws of the U.S. supplier.io shall pay any related damages, costs and expenses, including reasonable attorneys’ fees, if any, finally awarded in such suit after appeals or the amount of the settlement thereof. If use of the Services is enjoined
(or if supplier.io determines it may be enjoined) by a court of competent jurisdiction by reason of violation of any proprietary right of any third party, supplier.io may, at its option, (a) obtain a license for Customer to continue using the Services, (b) replace or modify the Services so that it is non-infringing, or (c) refund a pro rata amount of the Fees paid by Customer for the infringing portion of the Services for the then current Term. Notwithstanding the foregoing, supplier.io will not be liable for claims based upon or arising from: (x) the use or combination of the Services with software, hardware, or other materials not provided by supplier.io; (y) any use of the Services in violation of this Agreement; or (z) Customer or any User’s negligence or willful misconduct. THE FOREGOING STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SUPPLIER.IO’S SOLE AND EXCLUSIVE LIABILITY WITH RESPECT TO INFRINGEMENT CLAIMS OF ANY KIND.

10.2 By Customer. Customer shall defend, indemnify and hold supplier.io, its affiliates, and the officers, directors, employees, agents and representatives thereof (“supplier.io Indemnitees”) harmless from and against all costs, claims, demands, losses, expenses and liabilities of any nature whatsoever (including reasonable attorneys fees) incurred or suffered by such supplier.io Indemnitees arising out of, or in connection with, any third party claim, demand, or cause of action based upon or arising out of (i) any unauthorized use of the Services by Customer, any User or anyone accessing or using the Services through any User’s account or password, (ii) any unauthorized use of any Licensed Data by Customer or anyone giving access to the Licensed Data by Customer, (iii) Customer or any User’s breach of any of its obligations, representations, warranties or covenants under this Agreement, (iv) a claim that use of the Customer Data infringes or otherwise violates the proprietary or other rights of, or has caused harm to, a third party, (v) Customer or any User’s gross negligence or willful misconduct or (vi) any Third Party Matters.

10.3 By supplier.io for Other Matters. supplier.io shall defend, indemnify and hold Customer, its affiliates, and the officers, directors, employees, agents and representatives thereof (“Customer Indemnitees”) harmless from and against all costs, claims, demands, losses, expenses and liabilities of any nature whatsoever (including reasonable attorneys fees) incurred or suffered by such Customer Indemnitees arising out of, or in connection with, any third party claim, demand, or cause of action based upon or arising out of supplier.io’s gross negligence or willful misconduct regarding the performance, duties and obligations of supplier.io under this Agreement.

10.4 Indemnification Procedure. The indemnification provided for in Sections 10.1, 10.2 and 10.3 is subject to the following provisions:  
(i) The party claiming a right to indemnification (the “Indemnified Party”) must take no action which would be contrary to the interests of the party providing the indemnification (the “Indemnifying Party”) relative to the claim; (ii) the Indemnifying Party, at its own expense, shall be entitled to have sole conduct and control of all legal proceedings in connection with the suit or claim or the settlement or other compromise thereof; (iii) for so long as the Indemnifying Party is diligently conducting such legal proceedings, it shall not be liable for any attorney’s fees of the Indemnified Party; (iv) the Indemnified Party shall give the Indemnifying Party all reasonable assistance in connection therewith at the Indemnifying Party’s reasonable expense; (v) the Indemnified Party must notify the Indemnifying Party of the suit or claim in writing within ten (10) business days after the Indemnified Party becomes aware of the suit or claim and (vi) the Indemnified Party shall not be entitled to indemnification if it was guilty of negligence or willful misconduct with respect to the actions or inactions in question in the suit or claim.

  1. Notices

supplier.io may give notice by means of electronic mail to Customer’s e-mail address on record in supplier.io's account information, or by written communication sent by first class (postage prepaid) mail to Customer’s address on record in supplier.io's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting [if sent by first class (postage prepaid) mail] or 12 hours after sending (if sent by email). Customer may give notice to supplier.io (such notice shall be deemed given when received by supplier.io) by letter delivered by nationally recognized overnight delivery service or first class (postage prepaid) mail to supplier.io at: supplier.io, 5 Westbrook Corporate Center, Westchester, IL  60154; in either case, addressed to the attention of: Corporate Counsel. 

  1. General

This Agreement is governed by the laws of the State of Illinois, without regard to principles of conflicts of laws. Any legal action or proceeding relating to this Agreement shall be exclusively instituted in a state or federal court in Cook County, Illinois, and each party hereby submits to the personal jurisdiction of such courts. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The failure of supplier.io to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by supplier.io in writing. This Agreement may not be assigned by Customer without supplier.io’s prior written approval (not to be unreasonably withheld). Any purported assignment in violation of this Section shall be null and void. If the performance of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any cause beyond such party’s reasonable control (including any acts of God, acts of any government, war or other hostilities, the elements, fire, explosion, power failure, telecommunications failure, factors affecting the Internet, inability to obtain content from third party licensors, industrial or labor dispute, inability to obtain supplies, or breakdown of equipment or facilities), that party shall be excused from such performance to the extent, and for the duration of time, that it is prevented, hindered or delayed by such force majeure event. No joint venture, partnership, employment, or agency relationship exists between Customer and supplier.io as a result of this Agreement or Customer’s use of the Services. Customer acknowledges and agrees that the Services may not be exported or otherwise used in any country to which the United States has embargoed goods, or to a national or resident thereof; or to anyone on the United States Treasury Department's List of Specially Designated Nations or the United States Commerce Department's Table of Denial Orders. Customer further represents and warrants that it is not located in, under the control of, or a national or resident of any such country or on any such list.

 

IN WITNES WHEREOF, the parties have executed this Agreement the day and year first written above

supplier.io

INSERT CLIENT NAME

By:

By:

Name:

Print Name:

Title:

Address: