1.1.    (a) License Grant to Software. Subject to the parties executing an Order and to all limitations and restrictions contained herein and the Order, Supply Veins grants Customer a non-exclusive, non-sublicensable, and non-transferable right to use the Documentation and access and use the Software via the Internet during the Term for Customer’s internal business purposes related to procurement, supply-chain management, and related workflows, including the ingestion, processing, and storage of communications and documents exchanged with Customer’s suppliers and prospective suppliers (“Intended Use”). Upon termination or expiration of this Agreement for any reason, Customer will cease, and will ensure the Customer Personnel (defined below) cease, all use of the Software. Supply Veins reserves all rights in the Software not expressly granted. For purposes of this Agreement “Customer Personnel” means: (i) the employees of Customer; and (ii) Customer’s third-party contractors (but only in furtherance of their provision of services to and for the benefit of Customer). Customer remains fully liable to Supply Veins for all breaches of this Agreement by Customer Personnel and any other activity of Customer Personnel with respect to the Software and this Agreement. Customer agrees that its license of the Software is neither contingent on the delivery of any future functionality nor dependent on any comments made by Supply Veins or its representatives regarding future functionality or features. For purposes of this Agreement, “Documentation” means any operator and user manuals, training materials, implementation guides, technical materials and other similar materials for the Software provided by Supply Veins. (b) Limited License to Site Visitors; Site Content. Subject to this Agreement, Supply Veins grants Site Visitors a limited, revocable, non‑exclusive, non‑transferable, non‑sublicensable license to access and use the Site solely for lawful, informational purposes and to evaluate Supply Veins’ products and services and, in the case of a Site Visitor who is a Customer, to the extent necessary to use the Software in accordance with this Agreement. Except for this limited license, Supply Veins and its licensors retain all right, title, and interest in and to the Site, the Software, all content on the Site (including text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, and computer code) (“Site Content”), and all related intellectual property rights. No rights are granted by implication, estoppel, or otherwise.

1.2. Number of Users; Software Usage. (a) Unless otherwise specified in the applicable Order, the Software license is on a subscription basis according to the number users qualifying as Customer Personnel (each a “User”) using the Software. Customer understands and agrees that only the specified, pre-paid number of Users specified on an Order shall be provisioned to Customer by Supply Veins. The number of Users is measured by the log-on credentials for each User, and such credentials may not be shared by more than one natural person. Use of the Software by Customer Personnel is limited and governed by this Agreement, the privacy policy available at www.supplyveins.com/privacy-policy (the “Privacy Policy”), and any other agreed upon restrictions described in the applicable Order. During the Term, Supply Veins may from time to time review the number of Users (but no more frequently than monthly) and, to the extent the assessed number of Users exceeds the Customer’s allotment specified in the Order, Supply Veins may proportionately revise the Customer’s fee and immediately invoice the Customer for such additional fee. Suppliers and other third parties may interact with Customer through limited‑purpose supplier interfaces (e.g., upload links, structured forms, or thread‑specific portals) without being counted as Users or violating Section 1.3 on the basis of the foregoing, provided such use is solely to respond to Customer requests and does not provide access to broader Software functionality. (b) Supply Veins may enforce plan‑specific limits (e.g., number of connected mailboxes, API calls, data storage, or features) as described in the Order or Documentation. If Customer exceeds plan limits, Supply Veins may request that Customer upgrade or reduce usage; if not remedied within 10 days, Supply Veins may adjust fees prospectively.

1.3. Customer Restrictions. Except as expressly permitted under this Agreement, Customer shall not, and shall not permit Users to, do any of the following: (i) transfer, license, assign, distribute, translate, reverse engineer, decompile, disassemble, or modify the Software or Site or Confidential Information (as defined herein), duplicate the Software or Confidential Information or portions thereof, or allow any third party to do any of the foregoing; (ii) allow any website to frame, syndicate, distribute, replicate, or copy any portion of Customer’s web site that provides direct or indirect access to the Software or Site (iii) copy any features, functions, look and feel or graphics of the Software or Site unless permitted herein or in the Documentation; (iv) interfere with the integrity or performance of the Software or Site; (v) provide to Supply Veins any protected health information (“PHI”) or any other sensitive Personal Data (as the term is defined in Schedule 1 Data Processing Addendum (“DPA”)), without Supply Veins’ prior written consent; (vi) upload or transmit malicious code to or via the Software or Site; (vii) interfere with or disrupt the integrity or performance of the Software or Site; (viii) attempt to gain unauthorized access to the Software or Site or related systems; (ix) use the Software or Site for competitive analysis or to build a competing product; (x) use the Software or Site to transmit infringing, unlawful, or harmful content; (xi) access or use the Site or Software via any automated means (including bots, spiders, crawlers, or scrapers) other than via documented APIs authorized by Supply Veins; (xii) collect, harvest, or attempt to harvest personal information about other users of the Site or the Software without consent; or (xiii) remove, obscure, or alter any proprietary notices on the Site or Software.

1.4. Third-Party Integrations. Customer acknowledges that the Software relies on integration with certain third-party platforms, products, services, and software in order to provide some of its functionalities (“Third Party Integrations”). As Customer permits, Customer can enable the sending of data and information to, and receiving data and information from, these Third Party Integrations, which data will expressly be considered part of Customer Data (defined in Section 4.2 below). For each Third Party Integration with which Customer requests that the Software interoperate, Customer will provide Supply Veins with the API keys, user identification, passwords, and/or URLs associated with Customer’s license or instance of such Third Party Integration (collectively, “Customer’s Third Party Integration Credentials”), which are necessary to allow Supply Veins to access, receive, and transmit the Customer Data and interoperate the Software with such Third Party Integration. Supply Veins shall not be responsible or liable for any loss, destruction, alteration, unauthorized disclosure or corruption of Customer Data or any other harm to Customer or any other party caused by any Third Party Integration, including without limitation, by Supply Veins’ integration with such Third Party Integration and the use of any data or information received therefrom. Customer is solely responsible for establishing a contractual relationship with any Third Party Integration provider and complying with the terms of such contractual relationship. Customer additionally remains solely responsible for maintaining its accounts with Third Party Integrations and for the accuracy, legality, and integrity of data exchanged via such Third Party Integrations. Customer authorizes Supply Veins to use Customer’s Third Party Integration Credentials solely to interoperate with the designated instance for Customer’s benefit and will promptly provide Supply Veins with updated Customer’s Third Party Integration Credentials upon changes to Customer’s Third Party Integration Credentials or suspected compromise of Customer’s Third Party Integration Credentials. Where the Software sends emails on Customer’s behalf, Customer authorizes Supply Veins to use sending infrastructure and configure authenticated email (e.g., SPF/DKIM/DMARC) as reasonably necessary to support deliverability.

1.5. Pilots, Trials, and Betas. Supply Veins may offer free or paid pilots or trials (“Trials”) and early‑access, preview, or beta features (“Beta Features”). In place of the license granted under Section 1.1, in the event Supply Veins offers any Trials or Beta Features and Customer accepts any of the foregoing, Supply Veins hereby grants Customer a non-exclusive, non-transferable license during the length of the pilot, trial, or early access or preview period (as applicable), to access and use the Software (in the case of Trials) or Beta Features (as applicable) via the internet for the sole purposes of testing and internally evaluating the Software’s or Beta Features (as applicable) and functionalities related to procurement, supplier management, operations and related workflows, and, solely in the case of Trials, to determine whether to enter into a longer term commercial service agreement with Supply Veins for use of the Software. During the length of the pilot, trial, or early access or preview period (as applicable), all other uses of the Software or Beta Features (as applicable) are expressly prohibited. If no length of the pilot, trial, or early access or preview period is set forth in the Order, then the length is limited to 60 days (or such other time as specified by Supply Veins in writing). The warranties set forth in Section 6.2 and Supply Veins’ indemnity obligations set forth in Section 7.2 do not apply to Trials and Beta Features. The disclaimer of warranties set forth in Section 6.3 applies to Trials and Beta Features. Supply Veins may modify or discontinue Beta Features at any time. Unless otherwise stated in the Order, Trials convert to paid subscriptions only upon mutual execution of an Order.

1.6. Open Source Software. The Software may include or be distributed with open source software (“OSS”). Applicable OSS licenses are identified in the Documentation or a NOTICE file and govern Customer’s use of the OSS, not this Agreement.

1.7. Accounts; Security. Certain Site features may require you to create an account and provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your credentials and for all activities under your account. You will promptly notify Supply Veins of any suspected unauthorized use of your account or security breach.

2.1. Fees. Customer shall pay Supply Veins the fees indicated on the Order. Unless otherwise provided in an Order, all fees shall be paid to Supply Veins within fifteen (15) days of the date of invoice provided by Supply Veins to Customer. The initial payment for the Software must be made on the Order’s effective date and, for any Renewal Term, on the first day of such Renewal Term. If payment is not received when due, Supply Veins reserves the right to, in addition to taking any other action at law or equity, to (i) charge interest on past due amounts at one and a half percent (1.5%) or the highest interest rate allowed by law, whichever is less, and to charge all expenses of recovery (including reasonable attorneys’ fees), (ii) suspend Customer’s access to the Software until overdue amounts are paid in full, including any interest assessed on the overdue amounts, and (iii) terminate this Order and access to the Software.

2.2. Taxes. The license, service fees, and other amounts required to be paid hereunder do not include any amount for taxes or levy (including interest and penalties). Customer shall reimburse Supply Veins and hold Supply Veins harmless for all sales, use, VAT, excise, property or other taxes or levies which Supply Veins is required to collect or remit to applicable tax authorities. This provision does not apply to Supply Veins’ income or franchise taxes, or any taxes for which Customer is exempt, provided Customer has furnished Supply Veins with a valid tax exemption certificate.

3.1. Maintenance and Support. (a) Supply Veins will use commercially reasonable efforts to respond, via either phone or email, to Customer’s Technical Support requests (a “Support Request”) during Supply Veins’ regular business hours, Monday through Friday (excluding Supply Veins-observed holidays) (such days, “Business Days”) (such hours, “Business Hours”). If a request is made outside of Business Hours, Supply Veins will use commercially reasonable efforts to respond to Customer’s Support Request within two Business Hours on Supply Veins’ next Business Day. Customer may initiate a helpdesk ticket during Business Hours by calling 305-315-5931 or any time by emailing help@supplyveins.com. “Technical Support” means the provision of assistance by Supply Veins to Customer in diagnosing and resolving issues related to the operation and functionality of the Supply Veins Services. Technical Support does not include, and Supply Veins shall have no obligation to provide, support for issues arising from (i) Customer’s misuse, unauthorized modification, or improper installation of the Supply Veins Services, (ii) third-party hardware, software, or services not provided by Supply Veins, or (iii) any cause outside of Supply Veins’ reasonable control. Supply Veins reserves the right to determine the nature, scope, and method of Technical Support provided. (b) Supply Veins shall use commercially reasonable efforts to address reported Technical Support problems that (i) prevent the Software from conforming in material respects to its specifications, and (ii) are replicated and diagnosed by Supply Veins as confirmed errors in the Software (“Maintenance Services”).

3.2. Exclusions. Supply Veins shall not be obligated to provide Maintenance Services for any software other than the generally available Software made available to Customer pursuant to this Agreement, excluding Trials and Beta Features.

3.3. Third Parties. Supply Veins shall have the right to use third parties, including employees of Supply Veins’ affiliates and subsidiaries (“Subcontractors”) in performance of its obligations and services hereunder, including any Maintenance Services and any activities to improve the Software. For purposes of this Section, all references to Supply Veins or its employees shall be deemed to include such Subcontractors.

3.4. Updates and Discontinuations. Supply Veins may modify or discontinue features of the Software from time to time; provided that such changes will not materially reduce the core functionality of the Software during the Term.

3.5. Third-Party Sites; Content. The Site may contain links to third-party websites, products, or services that are not owned or controlled by Supply Veins. Supply Veins is not responsible for such third-party sites, products, or services, and links do not imply endorsement.

4.1. Reservation of Rights. By signing the Order, Customer irrevocably acknowledges that, subject to the licenses granted herein, Customer has no ownership interest in the Software or Supply Veins materials, including Documentation, provided to Customer. Supply Veins shall own all right, title, and interest, including all intellectual property rights, in and to such Software and Supply Veins materials, including Documentation, subject to any limitations associated with intellectual property rights of third parties. Supply Veins reserves all rights not specifically granted herein. Any result or creation derived from Customer’s use of the Software is Supply Veins’ property. Customer agrees that no proprietary materials created in connection with this Agreement are “works made for hire” as that term is used in connection with the U.S. Copyright Act. To the extent that, by operation of law, Customer owns any intellectual property rights in such proprietary materials, Customer hereby irrevocably assigns and transfers to Supply Veins all rights, title and interest in such proprietary material. Notwithstanding any other term of this Agreement, Supply Veins shall have an exclusive paid-up, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use and exploit any ideas, suggestions, enhancement requests, recommendations or feedback provided by Customer or any Users relating to the Software.

4.2. Data. Customer/Site Visitor (as applicable) retains ownership of all data it or its Users provides through the Software or the Site (“Customer Data”). Customer/Site Visitor (as applicable) hereby grants to Supply Veins a perpetual, non-exclusive, worldwide, sublicensable, transferable license to use the Customer Data, including Customer Personal Data (as the term is defined in the DPA), for the purposes of: (i) providing the Software to Customer; (ii) improving the Software; and (iii) Supply Veins’ internal business purposes. Customer represents and warrants that it has sufficient rights to provide Supply Veins with the Customer Data, has provided all required notices to and obtained prior consent from individuals and Users as required by applicable law in order to provide Supply Veins with the Customer Data, and to grant the foregoing license to the Customer Data. Nothing in this Agreement shall preclude Supply Veins from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by Supply Veins in the performance of services hereunder. Supply Veins owns and shall continue to own all right, title and interest in and to all aggregate or anonymized data and any statistical information, benchmarking, comparison, insights, telemetry data and information, and other analytics or analyses created or developed by Supply Veins from performance and usage data generated through Customer’s/Site Visitor’s and its Users’ use of the Software and/or Site (collectively, “Aggregate Data”). Aggregate Data, which may include Personal Data, will be reasonably de-identified by Supply Veins and may be collected and used by Supply Veins to provide, develop, improve, maintain, and support the Software and related services and its generative artificial intelligence functionalities (“AI Features”). As between the parties, Customer owns its prompts (which are considered part of Customer Data) and, to the extent permitted by law, Customer owns the Output generated for Customer’s account, subject to Supply Veins’ rights in the Software and Aggregate Data. Customer is responsible for reviewing Output and determining its fitness for use. Supply Veins may implement automated or manual safety systems that review or filter inputs or Output to protect against abuse, security risks, and policy violations. “Output” means the content and information generated by or provided through the AI features.

4.3. Privacy. As applicable, Supply Veins shall Process Customer Personal Data in accordance with the Privacy Policy available at www.supplyveins.com/privacy-policy and Schedule 1 Data Processing Addendum (“DPA”) available at www.supplyveins.com/data-processing-addendum.

4.4. Use of Artificial Intelligence Functionality. Except as otherwise agreed in the Order or in another writing by the parties, Customer hereby authorizes Supply Veins to provide, copy, display, and distribute Customer Data to Supply Veins’ third party providers of artificial intelligence services for the Software (each, an “AI Vendor”) (“Identifiable Customer Data”) in support of the delivery to Customer of features and functionalities of the AI Features. Prior to providing Identifiable Customer Data to an AI Vendor, Supply Veins shall have entered into an agreement with such AI Vendor that prohibits such AI Vendor from using the Identifiable Customer Data provided by Supply Veins as content for training or improving the AI Vendor’s generative AI model. Upon termination of this Agreement, Supply Veins shall cease providing Identifiable Customer Data to AI Vendors.

5.1. Definition. “Confidential Information” includes all information disclosed by either party under this Agreement that is generally not publicly known, whether tangible or intangible and in whatever form or medium provided, as well as any information generated by a party that contains, reflects, or is derived from such information. Without limiting the foregoing, for the avoidance of doubt, the following is deemed part of Supply Veins Confidential Information: (i) the Software and other related materials furnished by Supply Veins; and (ii) the oral and visual information relating to the Software.

5.2. Exceptions. Without granting any right or license, the obligations of the parties hereunder shall not apply to any material or information that: (i) is or becomes a part of the public domain through no act or omission by the receiving party; (ii) is independently developed by the other party without use of the disclosing party’s Confidential Information; (iii) is rightfully obtained from a third party without any obligation of confidentiality; or (iv) is already known by the receiving party without any obligation of confidentiality prior to obtaining the Confidential Information from the disclosing party. In addition, neither party shall be liable for disclosure of Confidential Information to the extent necessary in response to a valid order of a court or authorized agency of government, provided that notice is promptly given to the disclosing party so that the disclosing party may seek a protective order and engage in other efforts to minimize the required disclosure. The parties shall cooperate fully in seeking such protective order and in engaging in such other efforts.

5.3. Ownership of Confidential Information. Nothing in this Agreement shall be construed to convey any title or ownership rights to the Software or other Confidential Information to Customer or to any patent, copyright, trademark, or trade secret embodied therein, or to grant any other right, title, or ownership interest to the Supply Veins Confidential Information.

5.4. Non-Disclosure; Use Restrictions. Supply Vein may use Customer’s Confidential Information solely to exercise its rights and perform its obligations under this Agreement. Customer may use Supply Veins’ Confidential Information solely in connection with the Software and in furtherance of this Agreement. Each party agrees at all times to keep confidential all Confidential Information belonging to the other party, and to take reasonable precautions, but no less than those precautions used to protect its own Confidential Information, designed to prevent the theft, disclosure, and the unauthorized copying, reproduction or distribution of the Confidential Information. Each party agrees to restrict access to the other party’s Confidential Information only to those employees and Subcontractors who (i) require access in the course of their assigned duties and responsibilities; and (ii) have agreed in writing to be bound by provisions no less restrictive than those set forth in this Section.

5.5. Injunctive Relief. Each party acknowledges that any unauthorized disclosure or use of the Confidential Information would cause the other party imminent irreparable injury and that such party shall be entitled to seek, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event the other party does not fulfill its obligations under this Section.

6.1. Authorized Representative. Customer/Site Visitor (as applicable) and Supply Veins warrant that each has the corporate power and authority to enter into this Agreement and that the Agreement has been executed by an authorized representative of each party.

6.2. Software Warranty. This Section 6.2 applies only to Customers under an Order. Supply Veins warrants to Customer that, when used for its Intended Use, the Software will perform substantially in accordance with its Documentation. In the event the foregoing warranty is breached, Customer’s sole remedy, and Supply Veins’ entire liability, is to, at Supply Veins’ option, repair the defective Software so that it complies with the foregoing warranty or terminate this Agreement upon notice and refund the unearned portion of the prepaid fees for such defective Software.

6.3. Disclaimer of Warranties. Without limiting the foregoing, Site Visitors acknowledge and agree that the Site and any Site Content are provided for general information only. Customer acknowledges and agrees that it is not relying on any statement or warranty not expressly provided herein with respect to the Software or maintenance, or other services provided hereunder. Customer acknowledges and agrees that any information from the Software is informational only and should not be Customer’s sole basis for actions or omissions. Customer is solely responsible for its use and Customer Personnel’s use of the information from the Software. EXCEPT AS SET FORTH IN SECTION 6.2, THE SOFTWARE, THE SITE, AND THE SITE CONTENT ARE PROVIDED “AS IS” AND SUPPLY VEINS MAKES NO WARRANTIES AND DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, QUIET ENJOYMENT, AND NONINFRINGEMENT. SUPPLY VEINS DISCLAIMS ANY WARRANTY THAT THE SOFTWARE, THE SITE CONTENT, OR THE SITE WILL BE ERROR FREE OR PRODUCE PARTICULAR RESULTS. CUSTOMER ADDITIONALLY UNDERSTANDS AND ACKNOWLEDGES THAT THE QUALITY OF THE SOFTWARE’S OUTPUT IS DEPENDENT ON THE QUALITY ON THE QUALITY OF CUSTOMER DATA, AND SUPPLY VEINS DISCLAIMS ALL LIABILITY FOR ERRORS ARISING OUT OF CUSTOMER DATA.

6.4. AI FEATURES ADDITIONAL DISCLAIMERS AND LIMITATIONS. AI FEATURES ARE NOT A SUBSTITUTE FOR THE KNOWLEDGE, EXPERTISE, SKILL, AND JUDGMENT OF CUSTOMER AND USERS. THE OUTPUT MAY CONTAIN ERRORS AND OMISSIONS, OR THE AI FEATURES MAY MISUNDERSTAND CONTENT OR INPUT AND MAY GENERATE INCORRECT RESULTS. CUSTOMER TAKES FULL RESPONSIBILITY FOR THE USE OF INFORMATION AND PREDICTIVE INSIGHTS PROVIDED BY THE AI FEATURES IN SUPPLY CHAIN DECISIONS AND DECISIONS RELATED TO SHIPMENT, DELIVERY, AND PROCUREMENT. CUSTOMER ACKNOWLEDGES THAT THE USE OF THE AI FEATURES IN NO WAY IS INTENDED TO REPLACE OR SUBSTITUTE FOR PROFESSIONAL JUDGMENT. THE AI FEATURES MAY SOMETIMES PROVIDE INACCURATE, UNTIMELY, INCORRECT, INCOMPLETE, OR INAPPROPRIATE OUTPUT. OUTPUT MAY BE SIMILAR TO OUTPUT GENERATED FOR OTHER USERS. SUPPLY VEINS DOES NOT PROVIDE LEGAL, PROCUREMENT, OR OTHER PROFESSIONAL ADVICE THROUGH THE AI FEATURES. CUSTOMER SHALL, AND SHALL ADVISE ITS USERS TO, USE DISCRETION BEFORE ACTING OR RELYING ON, IMPLEMENTING, OR OTHERWISE USING OUTPUT. SUPPLY VEINS IS NOT RESPONSIBLE FOR ANY ACTIONS TAKEN (OR NOT TAKEN) IN RELIANCE, IN WHOLE OR PART, ON THE OUTPUT OR FROM USE OF THE AI FEATURES.

6.5. No Modifications. Notwithstanding anything to the contrary in this Section, any and all warranties under this Agreement are VOID if Customer has made changes to the Software or has permitted any changes to be made other than by or with the express, written approval of Supply Veins.

7.1. Customer’s Indemnity Obligations. Except to the extent caused by Supply Veins’ gross negligence or intentional misconduct relating to the Software, Customer shall defend, at its sole expense, Supply Veins from and against any third party claim, demand, or suit (each, a “Claim”) alleging that (i) Customer Data infringes or misappropriates any third party’s intellectual property rights or violates any third party’s data privacy rights; (ii) Customer did not have the right for Supply Veins to interoperate with a Third Party Integration on Customer’s behalf or that Customer’s Third Party Integration Credentials are not associated with Customer; or (iii) Customer’s or its Users’ email-sending practices violated any applicable laws (including failure to obtain consent, or violation of anti‑spam, marketing, or telemarketing laws); and shall indemnify and hold Supply Veins harmless from and against any and all damages, losses, liabilities, judgments, settlements, fines, penalties, costs, expenses and/or fees (including reasonable attorney’s fees and costs of litigation, including appeal) (collectively, “Losses”) incurred by Supply Veins in association with such Claim, subject to Supply Veins’ compliance with Section 7.3 below.

7.2. Supply Veins Indemnity Obligations. This Section 7.2 applies only to Customers under an Order. Except to the extent caused by Customer’s gross negligence or intentional misconduct relating to the Software, Supply Veins shall defend, at its sole expense, Customer from and against any Claim alleging that the Software (other than its OSS components), in the form provided to Customer by Supply Veins (as may be updated by Supply Veins from time to time), infringes any third party’s intellectual property rights; and shall indemnify and hold Customer harmless from and against any and all resulting Losses incurred by Customer in association with such Claim, subject to Customer’s compliance with Section 7.3 below. The foregoing indemnity obligation shall not apply to the extent such infringement is caused by (i) the combination of the Software with hardware, software, equipment, data, or materials not supplied by Supply Veins, (ii) Customer’s use of the Software other than its Intended Use, (iii) Third Party Integrations, (iv) any modifications made to the Software other than by Supply Veins or its agents, or (v) any open source software.

7.3. Indemnity Procedures. (a) The indemnified party shall give prompt written notice to the indemnifying party of any Claim for which indemnity is sought; provided that failure to give such notice shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure materially prejudices the indemnifying party’s defense of such Claim. (b) The indemnifying party shall have the right to assume and control the defense of any Claim, with counsel of its own choosing, at its own expense. (c) The indemnified party shall provide all reasonable assistance and cooperation to the indemnifying party in the defense of the Claim. The indemnified party may, at its own expense, retain separate counsel to participate in the defense of a Claim; provided, however, that the indemnifying party shall retain sole control over the defense. (d) The indemnifying party shall not settle a Claim without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned, or delayed, unless the settlement: (i) involves only the payment of money damages for which the indemnifying party is responsible, (ii) does not admit fault on the part of the indemnified party, and (iii) includes a full and unconditional release of the indemnified party from all liability with respect to such claim.

8.1. Liability Cap. IN NO EVENT SHALL SUPPLY VEINS BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, OR IN CONNECTION WITH A BREACH OF THE DPA THAT RESULTS IN A DATA BREACH (AS DEFINED IN THE DPA), FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE GREATER OF (I) $100, OR (II) THE AMOUNT OF THE FEES PAID BY CUSTOMER FOR THE SOFTWARE WHICH GAVE RISE TO SUCH DAMAGES IN THE ONE YEAR PRIOR TO THE CLAIM AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER.

8.2. Disclaimer of Damages. IN NO EVENT SHALL SUPPLY VEINS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED OR FOR DAMAGES ARISING OUT OF BUSINESS INTERRUPTION OR LOSS OF PROFITS, LOST SAVINGS, LOST REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, OR GOODWILL, EVEN IF NOTIFIED OF THE POSSIBILITY OF ANY OF THE FOREGOING DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation may not apply to you to the extent prohibited by law.

9.1. Term. (a) If you are a Customer, this Agreement will commence on the date specified in the Order and, unless terminated sooner as provided herein, continue for the initial term set forth therein (“Initial Term”). Following the Initial Term, this Agreement will automatically renew for one-year terms (each, a “Renewal Term”), unless either party elects not to renew the Agreement at least 30 days prior to the end of the Initial Term or then-current Renewal Term (as applicable) (collectively, the Initial Term and each Renewal Term is the “Term”). Unless otherwise stated in the Order, fees for the Software will be increased to the then-prevailing fee for the Software at the start of each Renewal Term. (b) If you are a Site Visitor and not a Customer, this Agreement will commence when you first use the Site and continue until terminated as provided herein. If you become a Customer, the term set forth in Section 9.1(a) shall apply in place of this Section 9.1(b).

9.2. Termination for Cause. This Agreement and any license granted hereunder may be terminated by either party (i) on thirty (30) days’ written notice to the other party if the other party materially breach this Agreement, and such material breach is not cured within such thirty (30) day period (except the cure period for non-payment is three Business Days); or (ii) by a party if the other party files a petition for bankruptcy or insolvency, has an involuntary petition filed against it which is not dismissed within 90 days from filing, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern.

9.3. Effect ofTermination. Upon termination of this Agreement, Customer and each User shall immediately cease use of the Software, and Supply Veins will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Supply Veins may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their express terms survive or by their nature should continue and survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and consequential damages waiver and limitations of liability provision.

9.4. Other Remedies. Termination of this Agreement shall not limit either party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve Customer’s obligation to pay all fees that have accrued or are otherwise owed by Customer under this Agreement. Supply Veins may suspend Customer’s access to the Software immediately for violations of Section 1.4 or where continued access poses a material security risk, with prompt notice and restoration upon remediation. Supply Veins may suspend or terminate any Site Visitor’s access to the Site at any time and for any reason, including violation of this Agreement or to protect the Site, other users, or Supply Veins.

10.1. Compliance With Laws. Each party agrees to comply with all applicable laws, regulations, and ordinances relating to its performance under this Agreement. Each party will comply with applicable anti‑bribery and anti‑corruption laws (including the U.S. FCPA and UK Bribery Act). The parties agree that the Agreement shall not be governed by the United Nations Convention on the International Sale of Goods or by UCITA, the application of which is expressly excluded.

10.2. Export. Supply Veins’ Software, products, technology and services are subject to U.S. and local export control and sanctions laws. Customer acknowledges and agrees to the applicability of and its compliance with those laws. Customer agrees that it will not receive, use, transfer, export or re-export any Software in a way that would cause Supply Veins to violate those laws. Customer also agrees to obtain any required licenses or authorizations. Each party shall comply with applicable export, sanctions, and data transfer laws in handling the other party’s Confidential Information, including using appropriate transfer mechanisms where required. Supply Veins may process Customer Data and Confidential Information in regions where it, its cloud service providers, or its Subcontractors operate, subject to applicable law and this Agreement.

10.3. Assignment. This Agreement and the rights hereunder may not be transferred or assigned by Customer to any third party without the prior written consent of Supply Veins. Any such attempted assignment shall be null and void. Supply Veins may freely assign its rights under this Agreement (including the right to receive payment), and delegate any of its obligations, to any affiliate or third party, provided that such third party agrees to be bound by the terms hereof. This Agreement is binding upon the parties and their respective successors and permitted assigns.

10.4. Survival. The provisions set forth in Sections 2, 4.1-4.2, 5, 6.3-6.4, 7, 8, 9.3-9.4, and 10.3-10.13 of this Agreement shall survive termination or expiration of this Agreement and any applicable license hereunder.

10.5. Force Majeure. Except for Customer’s payment obligations, neither party shall be liable to the other party for any delay or failure of such party to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of such party. Such causes shall include, but are not limited to, acts of God, floods, fires, pandemics, loss of electricity or other utilities, government shutdowns, or delays by the other party in providing required resources or support or performing any other requirements hereunder or any other cause, whether or not similar to those listed in this section.

10.6. Restricted Rights. Use of the Software by or for the United States federal government (the “Government”) is conditioned upon the Government agreeing that the Software is subject to Restricted Rights as provided under the provisions set forth in FAR 52.227-19. Customer shall be responsible for assuring that this provision is included in all agreements with the Government and that the Software, when delivered to the Government, is correctly marked as required by applicable Government regulations governing such Restricted Rights as of such delivery.

10.7. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all proposals and prior discussions and writings between the parties with respect thereto. Any signed copy of this Agreement made by reliable means (e.g., photocopy or facsimile) shall be considered an original. In the event of conflict, the following order of precedence applies: (1) the Order (including any addenda referenced therein), and (2) this Agreement.

10.8. Modifications. (a) If you are a Customer under an Order, the parties agree that this Agreement cannot be altered, amended or modified except by a writing signed by an authorized representative of each party and expressly indicated as an amendment or modification to this Agreement. Any additional or conflicting terms in any Customer ordering documentation, including purchase orders, are expressly rejected by Supply Veins and of no force or effect. (b) If you are not a Customer and only a Site Visitor, Supply Veins may update this Agreement from time to time by posting a revised version on the Site with an updated “Last Revised” date. The updated terms are effective when posted. Continued access to or use of the Site after the updated terms become effective constitutes acceptance.

10.9. Publicity. This Section applies only to Customers under an Order. Supply Veins may refer to Customer (including customer’s name and logo) in public announcements, on its website, and in its investor materials. Supply Veins shall comply with any trademark guidelines with respect to Customer’s name and logo provided by Customer to Supply Veins. Any case studies, press releases, or quotes require Customer’s prior written approval (email sufficient).

10.10. No Waiver. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.

10.11. Severability and Reformation. Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.

10.12. Choice of Law; Venue. This Agreement shall be governed and interpreted by the laws of the state of Florida without regard to the conflicts of law provisions of any state or jurisdiction. The parties agree that any litigation arising between the parties in relation to this agreement shall be initiated and maintained in the state or federal courts having jurisdiction over Broward County, Florida, and the parties hereby irrevocably submit to the exclusive personal jurisdiction and venue of such courts.

Last revised: 01/2026