RAIVEN, INC. 

PLATFORM TERMS AND CONDITIONS 

INCLUDING  

AVENDRA SUPPLY CHAIN SERVICES AGREEMENT 

Version 3.0 — Effective August 1, 2026 

1. ACCEPTANCE OF TERMS; ORDER FORM; STRUCTURE

1.1 Parties. These Terms and Conditions (“Terms”) form a legally binding agreement between you, your company, and any affiliated entities you represent (collectively, “Customer,” “you,” or “your”) and Raiven, Inc. (“Raiven,” “we,” “us,” or “our”). 

1.2 Order Form. Customer’s subscription package, subscription term, subscription fees, any one-time setup or implementation fees, permitted number of Authorized Users, permitted branches, locations or legal entities, and any optional add-on services are set forth in the ordering document signed, submitted, or otherwise accepted by Customer and processed by Raiven (each, an “Order Form”). By signing, submitting, or otherwise completing an Order Form, Customer (a) agrees to be bound by these Terms in their entirety, and (b) represents that the individual completing the Order Form has authority to bind Customer. Each Order Form is incorporated into and forms part of these Terms. No separate signature to these Terms is required beyond the Order Form or Customer’s electronic acceptance. 

1.3 Acceptance by Use. By clicking acceptance, creating an account, accessing, or using the Raiven platform, software, procurement tools, integrations, or services (collectively, the “Platform”), you confirm that you have authority to bind Customer and agree to be legally bound by these Terms, inclusive of the Agreement with Avendra therein. 

1.4 Avendra Commitment. In addition, as more particularly set forth in Section 4 below, these Terms form a legally binding commitment by Customer to Avendra, LLC (“Avendra”), which, upon acceptance by Avendra, shall be severable from these Terms and comprise a legally binding agreement between Customer and Avendra directly. Accordingly, the Agreement (as set forth and defined in Section 4 below) shall be deemed a separate, direct agreement between Customer and Avendra upon acceptance of the same by Avendra as described therein and commencement by Avendra of the Services (as defined in the Agreement). 

1.5 Components. These Terms consist of: 

• the Order Form, together with any statement of work executed under it, setting out Customer’s package, fees, quantities and subscription term; 

• Sections 1–3 and Section 5, governing Raiven services and Raiven Programs; 

• Section 4, together with Schedule 1 and Exhibit A, governing the Avendra Supply Chain Services Agreement; and 

• Exhibit B, together with Schedule A, governing the Raiven Platform Subscription Agreement. 

1.6 Order of Precedence. Each component governs its respective subject matter. In the event of a conflict, the following order of precedence applies: 

• the Order Form, and any statement of work executed under it, solely as to package scope, fees, quantities and subscription term; 

• Section 4, Schedule 1 and Exhibit A, solely as to Avendra Programs; 

• Exhibit B and Schedule A, as to the Platform, subscriptions, technology, data and intellectual property matters; and 

• Sections 1–3 and Section 5, as to Raiven Programs and all other matters. 

1.7 Changes to These Terms. Raiven may update these Terms from time to time by posting the revised Terms and providing notice under Section 3.9. Changes take effect (a) immediately, where required by law or necessary to address a security or regulatory risk, and (b) otherwise upon commencement of Customer’s next Renewal Term. Continued use of the Platform after the applicable effective date constitutes acceptance. No change to these Terms will increase fees for a subscription term already in effect. Nothing in this Section permits Raiven to amend Section 4, Schedule 1, or Exhibit A other than as expressly permitted therein. 

2. 2. RAIVEN ROLE, PACKAGES AND SERVICES

   2.1 Role. Raiven provides technology, procurement coordination, and supply chain enablement services. Raiven does not manufacture, distribute, or sell products (“Products”). Except for Products sold by Raiven as seller of record through a white-label storefront under Section 2.6, all Product purchases occur directly between Customer and third-party suppliers (“Suppliers”), Raiven is not a party to any purchase between Customer and a Supplier, and Raiven does not take title to or possession of any Product. 

   2.2 Packages. Raiven makes the Platform and related services available in tiered packages, currently designated Connect, Growth and Enterprise. The package purchased by Customer, and the features, support level, user counts, branch or location counts, and add-ons included with it, are identified on the Order Form and described in Raiven’s then-current package summary. Each package includes the features of the package below it unless otherwise noted. Raiven may add, modify, rename, or discontinue features within a package, provided Raiven will not materially reduce the core functionality of the package Customer has purchased during a subscription term for which Customer has paid. Features described as available in a higher package are available to Customer only if purchased on the Order Form. 

   2.3 Connect (No-Fee Access). Where Customer’s Order Form or enrollment reflects the no-fee Connect package: (a) access is provided “AS IS” and without any service commitment; (b) Raiven may modify, limit, suspend, or discontinue Connect access at any time in its sole discretion upon notice; and (c) provisions of these Terms conditioned on payment of subscription fees, including Section 3.3 (Value Assurance), do not apply. 

   2.4 Raiven Assist. Raiven may provide administrative and advisory procurement coordination services (“Raiven Assist”) in connection with Customer’s use of the Platform. The scope and level of Raiven Assist, and any associated service targets, are as identified on the Order Form or applicable statement of work, and may include procurement guidance, escalation support, technical support, and, for Enterprise, a designated strategic account manager. Raiven Assist services are facilitation and advisory services only. They do not alter the buyer-seller relationship between Customer and Suppliers, do not transfer Customer’s purchasing authority to Raiven, and do not make Raiven a party to, or a guarantor of, any quote, purchase order, purchase, or Supplier obligation. Customer remains responsible for reviewing and approving all specifications, quantities, pricing, terms, and purchase decisions. 

   2.5 Optional Add-On Services. Certain services, including without limitation purchase order logistical services, supplier performance measurement and reporting, and Raiven-powered white-label e-commerce storefronts (collectively, “Add-On Services”), are optional and are scoped, priced, and purchased separately under an Order Form or statement of work (“SOW”). Add-On Services are not included in any package unless expressly stated on the Order Form. Each SOW is governed by these Terms unless it expressly states otherwise. Supplier performance reporting covers only those Suppliers for which the Platform has captured sufficient transaction data. 

   2.6 White-Label E-Commerce Storefront. 

   (a) Description. Where Customer purchases a white-label e-commerce storefront (a “Storefront”) under an Order Form or SOW, Raiven configures, hosts, and operates an online store branded to Customer through which purchasers (“Storefront Purchasers”) may order Products. Storefront Purchasers may include Customer’s own personnel and, where the Order Form or SOW so provides, third-party end purchasers. 

   (b) Seller of Record. Notwithstanding Section 2.1, Raiven is the seller of record and merchant of record for Products sold through the Storefront. Raiven accepts and processes payment from Storefront Purchasers; determines, collects, and remits applicable sales, use, and similar transaction taxes and files the corresponding returns; and arranges fulfillment, including drop-shipment directly to the Storefront Purchaser by Raiven or its Suppliers. Title and risk of loss pass to the Storefront Purchaser as set forth in the Storefront Terms of Sale. 

   (c) Storefront Terms of Sale. Raiven publishes and maintains the terms of sale and the shipping, cancellation, returns, refund, and product warranty policies applicable to Storefront Purchasers (collectively, the “Storefront Terms of Sale”), together with the applicable privacy notice. Customer will not modify the Storefront Terms of Sale and will not make any representation, warranty, pricing commitment, delivery commitment, return or refund commitment, or other statement to any Storefront Purchaser that is inconsistent with them. Raiven’s obligations to Storefront Purchasers, including as to product warranties, returns, and refunds, are governed exclusively by the Storefront Terms of Sale. 

   (d) Customer Brand and Content. Customer grants Raiven a limited, non-exclusive, royalty-free license to use Customer’s name, logos, marks, and brand assets solely to configure, host, operate, market, and support the Storefront during the applicable term. Customer represents and warrants that it holds all rights necessary to grant that license. Customer is responsible for the accuracy, completeness, and legality of any catalog, product description, image, specification, or other content it supplies or directs Raiven to publish. 

   (e) Catalog, Pricing, and Economics. The Product catalog offered through the Storefront, the pricing methodology and who sets displayed prices, and any margin, commission, referral fee, or revenue share payable to Customer are as set forth in the Order Form or SOW. Raiven may decline to list, or may remove, any Product that is unavailable, non-compliant, restricted, or that Raiven reasonably determines presents a regulatory, safety, or reputational risk. 

   (f) Allocation of Responsibility. As between Raiven and Customer: Raiven is responsible for payment processing, transaction tax determination, collection, remittance and returns, order fulfillment, and performance of the Storefront Terms of Sale. Customer is responsible for its marks and brand assets, for content it supplies, for its own marketing and promotional statements regarding the Storefront, and for its own compliance with laws applicable to its business. Each party will indemnify, defend, and hold harmless the other against third-party claims to the extent arising from the indemnifying party’s responsibilities under this Section 2.6, subject to the procedures set forth in Schedule A, Section 8. 

   (g) Transaction Data. Raiven will make Storefront transaction reporting available to Customer as described in the Order Form or SOW. Personal information of Storefront Purchasers is collected and processed by Raiven as seller of record in accordance with the applicable privacy notice, and Customer will not use, retain, or request such information except as permitted by that notice and applicable law. 

   (h) No Agency. Neither party is the agent of the other with respect to the Storefront. Customer is not authorized to accept orders, payment, cancellations, or returns on Raiven’s behalf, or to bind Raiven to any Storefront Purchaser. 

   2.7 Purchase Orders and Instructions. Customer authorizes Raiven, when requested through the Platform or through Raiven Assist, to transmit purchase orders, quote requests, and related procurement instructions to Suppliers on Customer’s behalf. Customer remains solely responsible for all purchase obligations and payment to Suppliers. Raiven’s transmission of an order is not an acceptance, guarantee, or confirmation of Supplier pricing, availability, lead time, or delivery. 

   2.8 Beta and Pre-Release Features. Raiven may make features identified as beta, pilot, preview, early access, or similar available to Customer (“Beta Features”). Beta Features are provided “AS IS,” without warranty, indemnity, support commitment, or service level of any kind; may be modified, limited, or withdrawn at any time; and are excluded from any credit, refund, or remedy under these Terms, including Section 3.3. Availability of Beta Features may vary by customer, branch, and location. The warranties in Schedule A do not apply to Beta Features. 

   2.9 Automated and AI-Assisted Output. The Platform uses automated processing, machine learning, and other artificial intelligence techniques to generate supplier comparisons, category classifications, recommendations, reconciliations, and similar outputs (collectively, “Automated Output”), including Raiven Best Value™ decisioning. Automated Output is advisory, may be incomplete or inaccurate, and is not a substitute for Customer’s independent review. Customer is solely responsible for verifying Automated Output before relying on it and for all purchasing, accounting, tax, and payment decisions it makes. Raiven does not warrant that Automated Output will identify the lowest available price, the optimal Supplier, or every error or omission in any quote, order, or invoice. 

   2.10 No Guarantee of Savings. Nothing in these Terms, and no statement in any Raiven proposal, package summary, calculator, benchmark, report, presentation, or marketing material, guarantees that pricing available through Raiven Programs or Avendra Programs will be the lowest available in the marketplace, or that Customer will achieve any particular level of savings, cost avoidance, time savings, or margin improvement. Except as expressly provided in Section 3.3, Customer’s realized results are not a condition of Customer’s payment obligations. 

3. GENERAL TERMS APPLICABLE TO RAIVEN SERVICES

3.1 Raiven Compensation and Supplier Economics. Customer acknowledges that Raiven is a for-profit entity and may receive rebates, administrative fees, allowances, marketing funds, incentives, or other compensation from Suppliers or manufacturers in connection with Customer’s purchases through Raiven Programs (collectively, “Allowances”). Raiven negotiates and retains all Allowances for its own account. Such compensation may vary by Supplier, product category, or program. Customer has no right, title, interest, or claim in or to any Allowance, and no Allowance will be shared with, credited to, rebated to, or offset against amounts owed by Customer, except where Raiven expressly agrees otherwise in writing on an Order Form. Raiven is not obligated to disclose the amount of compensation received from any Supplier, or its allowance rates, program formulas, or allocation methodologies, unless required by law or expressly agreed in writing. Nothing in these Terms establishes any rebate-sharing, allowance-sharing, or subscription-offset program. 

3.2 Fees and Payment. 

(a) Fees. Customer will pay the subscription fees, any one-time setup or implementation fees, Add-On Service fees, and all other amounts set forth in the Order Form (collectively, “Fees”), in the amounts, currency, billing frequency, and payment method stated in the Order Form. Fee amounts vary by customer and are not published in these Terms; the Order Form signed and processed for Customer controls. 

(b) Payment. Unless the Order Form states otherwise, Fees are invoiced in advance for the applicable subscription term and are due on the date stated in the Order Form or, absent a stated date, within thirty (30) days of the invoice date. Where Customer has provided a payment card or bank authorization during enrollment or on the Order Form, Customer authorizes Raiven and its payment processor to charge that payment method for all Fees when due and to store and update it for recurring billing. 

(c) Non-Refundable. Except as expressly provided in Section 3.3, Exhibit B Section 3(d), or Schedule A, Fees are non-refundable and are not contingent on Customer’s usage of the Platform, transaction volume, or realized savings. 

(d) Taxes. Fees exclude taxes. Customer is responsible for all sales, use, VAT, GST, excise, and similar taxes and assessments, excluding taxes on Raiven’s net income. 

(e) Late Amounts. Past-due amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, and Customer will reimburse Raiven’s reasonable costs of collection. Raiven may suspend access under Section 3.7 for non-payment following ten (10) days’ written notice. 

(f) Renewal and Fee Changes. Unless the Order Form states otherwise, each subscription term renews automatically for successive terms of equal length unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Raiven may change Fees effective as of any Renewal Term by giving Customer at least thirty (30) days’ notice before the end of the then-current term. Fees for a subscription term already in effect will not increase during that term. 

(g) Billing Disputes. Customer must notify Raiven of any billing dispute within thirty (30) days of the invoice date, with reasonable detail. Undisputed amounts remain payable when due. 

3.3 Value Assurance. Where Customer’s Order Form includes a one-time setup or implementation fee and identifies Customer as eligible for Raiven’s value assurance commitment, Raiven will refund that setup or implementation fee if, following twelve (12) consecutive months as a paying subscriber, Customer determines in good faith that the value delivered by Raiven did not equal the subscription fees Customer paid for that period, subject to each of the following: 

• Customer’s subscription remained continuously active and all Fees were paid when due throughout the twelve (12) month period; 

• Customer met the utilization conditions stated on the Order Form or, if none are stated, completed Raiven’s onboarding and activation steps and submitted quote or order activity through the Platform in at least nine (9) of the twelve (12) months; 

• Customer submits a written claim to [email protected] within thirty (30) days after the end of the twelve (12) month period, identifying the basis for the claim, and participates in one review session with Raiven; 

• the refund is limited to the one-time setup or implementation fees actually paid and stated on the Order Form, and expressly excludes subscription fees, Add-On Service or SOW fees, logistics or transaction fees, and any third-party charges; and 

• this Section 3.3 is Customer’s sole and exclusive remedy with respect to the value, savings, or return delivered by Raiven, is available once per Customer, and does not apply to Beta Features or to the no-fee Connect package. 

3.4 Data Rights and Intellectual Property. Customer acknowledges that access to and use of the Platform and related software is governed by Exhibit B and Schedule A. All right, title, and interest in and to the Platform, including all related software, technology, documentation, enhancements, and improvements, remain with Raiven or its licensors as set forth in Schedule A. 

To the extent Customer participates in Raiven Programs or Avendra Programs through the Platform, Customer authorizes Raiven to use aggregated and de-identified purchasing, transaction, and usage data derived from such participation for analytics, benchmarking, supplier negotiations, category and supplier performance reporting, program optimization, and the development, training, and improvement of Raiven’s products, models, and services, and for other commercial purposes, provided that such data does not identify Customer. Raiven will not disclose Customer’s identity in connection with such data. Except as expressly provided herein or in Schedule A, no ownership rights are transferred to Customer. 

Raiven Best Value™ decisioning is protected by U.S. Patent No. 12,327,222 B2. No license to any Raiven patent, trademark, trade name, or other intellectual property is granted except as expressly stated in these Terms. 

3.5 Customer Responsibilities. Customer agrees to: 

• maintain accurate account, billing, and contact information; 

• ensure that individuals accessing the Platform are duly authorized and comply with these Terms; 

• safeguard all credentials and promptly notify Raiven of any suspected unauthorized access; 

• maintain appropriate internal purchasing, approval, and payment controls; 

• review and verify quotes, orders, invoices, and Automated Output before relying on them; 

• comply with all applicable laws in connection with purchases made through the Platform; and 

• use Supplier pricing and program access solely for legitimate business purposes related to its own Properties, and not for resale of pricing information, arbitrage, or the benefit of any third party, except as expressly permitted under Section 2.6 (White-Label E-Commerce Storefront). 

Customer remains solely responsible for all purchase decisions, product specifications, and payment obligations to Suppliers, and for the acts and omissions of its Authorized Users. 

3.6 Multi-Location and Affiliate Access. Where the Order Form identifies multiple branches, locations, divisions, or Affiliates as covered, Customer may permit those covered entities to access the Platform as Authorized Users, provided that (a) Customer remains fully responsible for their compliance with these Terms and for all Fees; (b) access is limited to the number of users, branches, locations, and entities stated on the Order Form; and (c) any additional branches, locations, or entities added during a term will be billed at the rates stated on the Order Form or, absent stated rates, at Raiven’s then-current rates. Customer will promptly notify Raiven of any material change in the number of covered branches, locations, or entities, including as a result of an acquisition or divestiture. 

3.7 Suspension and Termination of Access. Raiven may suspend or terminate Customer’s access to the Platform or Raiven Programs upon: 

• material breach of these Terms not cured within thirty (30) days after notice, or immediately where cure is not reasonably feasible; 

• fraudulent or unlawful conduct; 

• misuse of Supplier pricing or program access; 

• non-payment of Fees owed to Raiven, following the notice period in Section 3.2(e); or 

• a regulatory, security, or compliance risk to Raiven, its Suppliers, or its other customers. 

Raiven may suspend access without terminating. Suspension or termination of Platform access does not relieve Customer of payment obligations to Suppliers for Products already ordered, or of Fees accrued and payable to Raiven. For clarity, termination or expiration of Customer’s Raiven subscription does not, of itself, terminate the Avendra Agreement set forth in Section 4, which terminates only in accordance with its own terms. 

3.8 Force Majeure. Raiven shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, supply chain disruptions, labor disputes, governmental actions, internet or utility outages, cybersecurity incidents not caused by Raiven’s gross negligence, or failures of third-party service providers. 

3.9 Notices. Notices to Customer may be given by email to the primary email address associated with Customer’s account, by in-platform notification, by posting to the Raiven website or customer portal where legally permitted, or by overnight courier, and are deemed given when sent or posted, or upon delivery in the case of courier. Notices to Raiven must be sent to Raiven, Inc., Attn: Legal Department, 100 Spectrum Center Drive, Suite 870, Irvine, California 92618, with a copy by email to [email protected], and are deemed given upon actual receipt. Customer is responsible for keeping its account contact information current. Notices under Section 4 are governed by the Notices provisions of Schedule 1. 

3.10 Publicity. Raiven may identify Customer as a customer and use Customer’s name and logo in customer lists and on Raiven’s website, subject to any brand guidelines Customer provides to Raiven. Raiven will not issue a press release, case study, or testimonial naming Customer without Customer’s prior written consent. 

3.11 General. (a) These Terms, together with the Order Form, any SOW, Exhibit B, and Schedule A, constitute the entire agreement between Raiven and Customer with respect to the Platform and Raiven Programs, and supersede all prior or contemporaneous proposals, package summaries, presentations, calculators, negotiations, and representations, whether written or oral. (b) No terms contained in any Customer purchase order, vendor portal, supplier registration form, preprinted form, or other document will add to or vary these Terms, and any such terms are rejected, notwithstanding Raiven’s acknowledgment of or performance under any such document. (c) Sections 1–3 and Section 5 are governed by the laws of the State of California and controlling United States federal law, and the venue, dispute, and construction provisions of Schedule A, Section 16 apply to them. (d) If any provision is held invalid or unenforceable, it will be construed as nearly as possible to reflect the parties’ intentions, and all remaining provisions will remain in full force and effect. (e) Neither party may assign these Terms without the other party’s prior written consent, except to a successor in interest to its business or substantially all of its assets; Customer may not assign to a competitor of Raiven without Raiven’s prior written consent. (f) Headings are for convenience only and do not affect interpretation, and no rule of construction applies to the disadvantage of either party as drafter. (g) All provisions that by their nature should survive termination, including those relating to Fees accrued, confidentiality, data rights, intellectual property, disclaimers, limitations of liability, and indemnification, will survive the termination or expiration of these Terms. 

4. AVENDRA SUPPLY CHAIN SERVICES AGREEMENT 

AVENDRA SUPPLY CHAIN SERVICES AGREEMENT  
(Raiven Contractor Online SCSA)  

This Avendra Supply Chain Services Agreement (this “Agreement”) is entered into between Avendra, LLC, a Delaware limited liability company with an address at 540 Gaither Road, Suite 200, Rockville, Maryland 20850 (“Avendra”), and the company or legal entity accepting these Terms through the Raiven platform (“Customer”), acting for itself and on behalf of its subsidiaries and Affiliates, as defined below, collectively as the context dictates.  

For purposes of this Agreement:  

• The “Effective Date” shall be the date on which Customer electronically accepts the Raiven Inc. Platform Terms and Conditions to which this Agreement is a part thereof (the “Terms”).  

• Customer’s legal business name, state of organization, company type, and principal office address shall be the information provided during account registration or otherwise maintained in Customer’s Raiven account records.  

Customer represents that the individual accepting this Agreement, through the Platform or other Raiven enrollment process, has authority to bind Customer to the terms set forth herein for the benefit of Avendra and Raiven, as applicable.  

Customer authorizes and directs Raiven to provide the foregoing information, including a copy of this Agreement together with evidence of Customer’s acknowledgment of acceptance of this Agreement, to Avendra; it being acknowledged and agreed that Avendra shall not be required commence the Services (as defined in this Agreement) until Avendra acknowledges receipt of the same.   

1. Subject Matter of the Agreement. 

Customer purchases and/or provides goods and services in connection with the building trades, facility maintenance, equipment retrofits, service and maintenance, cleaning, construction, management, operation and/or servicing of certain client locations, defined as Properties below. Avendra has entered into supply arrangements (“Avendra Programs”) with manufacturers, suppliers and distributors (“Suppliers”) of goods, equipment, supplies and services (collectively, the “Products”) on terms negotiated by Avendra. Under the terms of this Agreement, Avendra shall provide Customer with access to the Avendra Programs in order to purchase Products for the Properties from Avendra’s Suppliers (the “Services”).  

1. Supply Chain Access and Related Issues. 

(a) Each individual Avendra Program is classified under one of the several broad bundles of programs set out in Exhibit A to this Agreement. Customer shall be entitled to purchase Products offered through the individual Avendra Programs which are included within the program bundles on Exhibit A (“Program Bundles”).  

(b) Throughout the Term, Customer shall use its best efforts to purchase from Suppliers at least a preponderance of the Products required by the Properties, which meet the form, fit, and function (the “Specifications”) required by Customer and the Properties.  

1. Information Sharing and UsageBy and Between Raiven and Avendra.  

Customer authorizes Raiven to release to Avendra such information concerning Customer and the Properties as may be reasonably necessary for Avendra to perform its obligations in provisioning supplier access under its agreement with Raiven. In addition, Customer authorizes Avendra to release to Raiven Customer and/or Property data obtained by Avendra in the course of its performance, despite the fact that such information may be deemed confidential information pursuant to Customer’s subscription agreement with Raiven.  

1. Avendra Program Access, Etc. 

(a) Information regarding how to access the Suppliers and the Products available under individual Avendra Programs is available through the supply chain software solutions made available through the Raiven Platform, or its replacement, if applicable, as established by Avendra. Customer access to Avendra Programs is subject to Customer compliance with the applicable terms and conditions and the availability of the Products from Suppliers.  

(b) As part of an on-going continuous improvement program, and in order to maintain its customer value, Avendra updates and modifies, as required, the terms and conditions of the Avendra Programs, the Products offered under the same and, in some cases, substitutes existing Suppliers with new manufacturers, suppliers or distributors. Avendra will use commercially reasonable efforts to notify Customer of any such changes likely to have a material impact on Customer’s operations.  

1. Relationship with Suppliers. 

The relationship between Customer and Suppliers shall be that of buyer and seller. Customer agrees that the Suppliers have the sole responsibility for performing the sale of Products, and any and all Product warranties and other representations are made by Suppliers directly to Customer. Avendra is not a Supplier and does not guarantee the performance of any Supplier or Product and Customer’s exclusive remedy in case of a Supplier’s failure to perform or an issue or claim arising out of the Products shall be solely against Supplier. Customer shall be responsible for establishing its own creditworthiness with each Supplier and shall be exclusively liable to Supplier for payment when due of the invoice price for all Products sold to Customer. Customer shall complete, execute and promptly return to Avendra the appropriate “Standard Credit Applications”, copies of which are available on request, which shall be made available to Suppliers to assess and establish Customer creditworthiness. Customer understands that its failure to complete, execute and promptly return the appropriate Standard Credit Application may result in limitations on or the denial of credit offered by Suppliers to Customer.  

1. Term. 

Subject to acceptance by Avendra, the term of this Agreement shall (a) commence on the Effective Date and remain in effect for a period of one (1) year thereafter (the “Initial Term”),  and (b) shall renew automatically for successive renewal terms of one (1) year each (collectively with the Initial Term, the “Term”), commencing on the day following the expiration of the Initial Term or any anniversary thereof, unless either Customer or Avendra signifies its intent not to so renew by notice given to the other and Raiven in accordance with the Notice section of this Agreement, provided not less than sixty (60) days prior to the end of the then-current Term.  Notwithstanding the foregoing to the contrary, at the end of the first six (6) months of the Initial Term (the “Trial Period”), either Customer or Avendra during the sixty (60) day period immediately following the Trial Period may elect to terminate this Agreement by notice given to the other and Raiven in accordance with the Notice section of this Agreement, at no cost or penalty.  

1. Agreement General Terms and Conditions.  

Customer, on behalf of itself and the Properties, agrees to the Avendra Supply Chain Services Agreement General Terms and Conditions set forth on Schedule 1 to this Agreement and incorporated by reference as if fully set forth herein in their entirety.  

1. Definitions. As used in this Agreement (including Schedule 1 hereto):  

(a)  “Affiliate” of any specified Person shall mean any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such specified Person.  

(b) “Authorized Service Area” shall mean all fifty (50) states of the United States of America.  

(c) “Control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or through one or more other Persons, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.  

(d)  “Person” means any individual, corporation, limited liability company, joint stock company, partnership, joint venture, association, organization, governmental entity, business or other trust or any other entity or organization of any kind or character.  

(e)  “Property” or “Properties" shall mean properties that are being constructed, managed, operated, maintained and/or serviced by Customer for as long as such property continues to be constructed, managed, operated, maintained and/or serviced by Customer and which is located in the Authorized Service Area, or properties which Customer and Avendra otherwise agree may be included as a Property for purposes of this Agreement.  

Other terms used in this Agreement are defined in the context in which they are used and shall have the meanings therein stated.  

SCHEDULE 1 

AVENDRA SUPPLY CHAIN SERVICES AGREEMENT  

GENERAL TERMS AND CONDITIONS   

1. Compensation. Customer acknowledges that Avendra is a for-profit business which negotiates andretains rebates and/or allowances paid to it by Suppliers associated with purchases of Products by Customer.  

1. Confidentiality. Avendra and Customer agree that the specific terms of this Agreement, all information as to source, quantity, and price of Products, and all other confidential business information learned during the Term or in anticipation of entering into this Agreement are confidential and shall be used only for purposes consistent with the intent hereof. Avendra maydisclose the decision of Customer to become an Avendra customer in presentations to individual prospective customers, but Avendra may not use Customer’s name or marks in advertising, promotional, and other mass marketing materials without Customer’s prior written consent. All confidential information shall be returned or destroyed, on written request, upon the expiration or earlier termination hereof. The provisions of this paragraph shall survive the expiration or earlier termination of this Agreement. Notwithstanding the foregoing, neither party shall be held to have violated the provisions of this paragraph if, notwithstanding its commercially reasonable efforts to delete all such confidential information held in electronic form, any such confidential information remains in existence through the ordinary course of operation of data backup and recovery systems, provided such confidential information is not generally accessible to personnel not involved in the operation of data backup and recovery systems, and in any event the restrictions on the use of such confidential information contained in this Agreement are otherwise complied with.  

1. Representations, Warranties, and Acknowledgements. 

Customer represents, warrants, and acknowledges the following:  

(a) Customer has full power and authority, and has been duly authorized, on behalf of itself and the Properties, to enter into and perform its obligations under this Agreement. Customer shall notify Avendra in writing in advance of any changes (a) in ownership of Customer; or (b) of its authority to make procurement decisions on behalf of the Properties;  

(b) as of the Effective Date, Customer is not an Avendra customer and it is not otherwise participating, or entitled to participate, in any Avendra Programs as a result of a contractual relationship with any other Avendra customer;  

(c) Customer understands that a multitude of factors beyond the control of Avendra and/or of a promoter introducing Customer to Avendra (a “Promoter”) will factor into the Customer’s actual cost reductions or savings resulting from Customer’s purchases from Suppliers. Customer acknowledges and accepts that neither Avendra nor any Promoter guarantees any specific amount of cost savings;  

(d) Customer does not participate in the purchasing programs of any group purchasing organization, or any other entity, which compete with the Avendra Programs;  

(e) Customer is not entering into this Agreement for any purpose that would contravene or circumvent applicable law; Customer is, as of the Effective Date, in compliance with applicable law; and Customer will remain in compliance with applicable law throughout the Term;  

(f) Customer is in the business of purchasing and/or providing goods and services to third party customers in connection with the maintenance, cleaning, construction, management, operation and/or servicing of Properties owned or operated by such third party customers. Customer will not resell products or services obtained through the Avendra Programs to third parties other than to its customers for the benefit of the Properties;  

(g) Customer has obtained, and will maintain throughout the Term, all required licenses and permits to provide services to its customers and their Properties;  

(h) Customer will not compete, either directly or indirectly, with the procurement and supply chain services provided by Avendra to its customers.  

1. Limitation of Liability. 

IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER, REGARDLESS OF THE BASIS ON WHICH THE COMPLAINING PARTY IS ENTITLED TO CLAIM DAMAGES, FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES, OR FOR ANY ECONOMIC CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR SAVINGS), EVEN IF FORESEEABLE OR EVEN IF THE PARTY CHARGED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

1. Default. 

This Agreement may be terminated, in addition to other remedies at law or equity, by the non-defaulting party on five (5) business days prior notice to the defaulting party if the defaulting party fails to perform a material term hereof, including without limitation compliance by Customer with applicable Avendra Program terms and conditions communicated to Customer, and the same is not cured within thirty (30) days after notice from the non-defaulting party to the defaulting party specifying the nature of such failure. Notwithstanding the foregoing to the contrary, Avendra may immediately terminate this Agreement in the event of a breach by Customer of any of the representations, warranties or acknowledgements contained in Section 3, above. Neither party shall be liable to the other for failure to perform caused by force majeure.  

1. Indemnification. 

Customer shall indemnify, defend and hold Raiven, Avendra, their parents, subsidiaries, affiliates, officers, directors and employees, harmless from and against all costs, damages, losses, liabilities and expenses (including reasonable legal fees and costs) to the extent arising out of or in connection with any third party claim (collectively “Claims”) resulting from a breach of this Agreement by Customer or the failure of any Customer representation or warranty provided hereunder.  

1. Assignment. 

Customer shall not assign or delegate this Agreement, any claims for money damages arising hereunder, any part of Customer’s duties and responsibilities hereunder, and/or any rights or obligations hereunder without the prior written consent of Avendra, and any purported such assignment or delegation lacking such consent is void. Notwithstanding the foregoing, either party shall have the right to pledge payments due hereunder for bona fide financing purposes or to assign this Agreement to any of the assigning party’s affiliates or to a successor entity in the event of a merger, reorganization, sale of substantially all assets or other material change of ownership involving such assigning party. The assigning party shall notify the other party of any such assignment within thirty (30) days from the effective date thereof.  

1. Waiver; Entire Agreement 

No waiver of any breach or default of the terms hereof shall (a) be effective unless in writing and agreed to by the waiving party, or (b) constitute a waiver of any other or further breach or default hereof.  

This Agreement, together with all schedules and exhibits, (i) constitutes the entire understanding between the parties as to the subject matter hereof and supersedes all prior and contemporaneous understandings of the parties relating to such subject matter, and (ii) may not be modified except by a written agreement, which may include electronic acceptance or acknowledgment, agreed to by the parties.  

For clarity, electronic records, electronic communications, and electronic acceptances shall be deemed writings for purposes of this Section.  

1. Survival. 

All obligations, rights and benefits under this Agreement that have accrued, but have not yet been fully performed or paid, as of the time immediately preceding the expiration or termination of this Agreement, shall survive such expiration or termination until fully performed. The provisions of this Agreement that are necessary for the full enjoyment and enforcement of the obligations, rights and benefits of this Agreement accruing prior to such expiration or termination shall survive such expiration or termination.  

1. Miscellaneous. 

All disputes arising out of this Agreement shall be determined pursuant to the laws of the State of New York, without giving effect to its principles of conflicts of laws. For purposes of determining such disputes, each party may bring a legal action or proceeding exclusively in and irrevocably submits to the exclusive jurisdiction of (i) the Courts of the State of New York (the “State Courts”), and (ii) if federal jurisdiction exists, the United States District Court for the Southern District of New York (the “Federal Court”), it being understood, however, that judgments, orders, or decrees by or from the State Courts or the Federal Court may be appealed to or enforced in any competent court. Each party waives, to the fullest extent permitted by law, (A) any objection that it may now or later have to the laying of venue of any legal action or proceeding arising out of or relating to this Agreement in the State Courts or the Federal Court, and (B) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY AND ALL CLAIMS OR CAUSES OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT.  

1. Notices 

All legal notices, requests, and formal demands under this Agreement (excluding routine operational communications) must be in writing.  

Notices to Customer may be provided by Avendra or Raiven via:  

• Email to the primary email address associated with Customer’s account,  

• In-platform notifications within the Raiven system,  

• Posting on the Raiven website or customer portal where legally permitted, or  

• overnight courier (with tracking delivery).   

Such notices will be deemed given on the date sent or posted; provided that notices sent via overnight courier shall be deemed given the later of one (1) business day after being sent or the date of confirmed delivery via such courier’s tracking system.  

Notices to Raiven must be sent by email and by one additional method (courier or certified mail) to ensure delivery:  

Raiven, Inc.  
Attn: Legal Department  
Email: [email protected]  
100 Spectrum Center Drive, Suite 870, Irvine, CA 92618  

Notices to Raiven will be deemed given upon actual receipt.  

Notices to Avendra must be sent by email and by one additional method (courier or certified mail) to ensure delivery:  

Avendra, LLC  
Attn: Legal Department  
Email: [email protected]   
540 Gaither Rd, Suite 200, Rockville, MD 20850  

Notices to Avendra will be deemed given upon actual receipt.  

Customer is responsible for keeping its account contact information current. Avendra is not responsible for notices not received due to outdated contact information.   

1. Electronic Acceptance; No Counterparts Required 

This Agreement is accepted by Customer through electronic means, including by clicking an acceptance button, checking an acceptance box, or otherwise indicating assent through the Raiven platform or website as part of the Terms. Such electronic acceptance constitutes Customer’s legally binding agreement to the terms of the Agreement.  

Customer agrees that its electronic acceptance has the same legal effect as a handwritten signature and that no physical signature or paper counterpart is required. Raiven’s records of electronic acceptance of the Terms, including associated timestamps and account information, shall be deemed conclusive evidence of Customer’s agreement to the terms of this Agreement, absent manifest error.  

The parties agree that this Agreement may be formed and enforced by electronic means and that, with respect to Customer’s agreement of the terms of this Agreement, any applicable laws requiring a signature or writing are satisfied by Customer’s electronic acceptance as described herein.  

Exhibit A  

Program Bundles  

1. Raiven – Administrative  
   Back office solutions covering categories such as office supplies, printing and wireless services. 

1. Raiven – Engineering  
   Products, services and supplies for facility management and upkeep in major spend areas such as air filters, electrical, lighting, plumbing and janitorial supplies, HVAC, refrigeration and more.  

1. Raiven – Operations  
   Solutions such as uniforms and commercial fleet incentives.  

1. Raiven – Construction  
   Supplies for construction and renovations such as commercial ceiling tiles, paint and painting equipment.  

RAIVEN SUPPLIER ACCESS AGREEMENT (RAIVEN PROGRAMS)

5.1 Incorporation by Reference. Customer acknowledges that, in addition to Avendra Programs, Raiven may provide Customer access to supplier arrangements negotiated directly by Raiven (“Raiven Programs”) with manufacturers, suppliers, and distributors (“Raiven Suppliers”). Except as otherwise expressly stated in this Section 5, the terms, conditions, representations, warranties, disclaimers, indemnities, limitations of liability, default provisions, and general terms set forth in: 

• Section 4 (Avendra Supply Chain Services Agreement), 

• Schedule 1 (General Terms and Conditions), and 

• Exhibit A (Program Bundles), 

are hereby incorporated by reference and shall apply mutatis mutandis to Raiven Programs and Raiven Suppliers, with the following substitutions: 

• “Avendra” shall mean “Raiven” solely with respect to Raiven Programs; 

• “Avendra Programs” shall mean “Raiven Programs”; 

• “Suppliers” shall include “Raiven Suppliers”; and 

• “Services” shall include Raiven’s provision of access to Raiven Programs. 

5.2 Excluded Provisions. Notwithstanding Section 5.1, the following are not incorporated and do not apply to Raiven Programs: (a) Section 6 (Term) of the Avendra Agreement, including its initial term, trial period, renewal, and non-renewal notice provisions; and (b) Sections 3(b) and 3(d) of Schedule 1, being the Avendra-specific representations regarding Customer’s existing customer status and participation in group purchasing organization programs. 

5.3 Term. Customer’s access to Raiven Programs runs with Customer’s Platform subscription and is governed by the term, renewal, and termination provisions of the Order Form, Section 3, and Exhibit B. 

5.4 Compensation. For purposes of Raiven Programs, Section 1 (Compensation) of Schedule 1 is read as an acknowledgment that Raiven negotiates and retains Allowances for its own account, consistent with Section 3.1. No portion of any Allowance is shared with, credited to, or offset against amounts owed by Customer except as expressly stated on an Order Form. 

5.5 Independent Relationship. For clarity, Raiven Programs are separate from Avendra Programs and do not create any agency, partnership, or joint venture between Avendra and Raiven. 

5.6 No Duplication or Conflict. Nothing in this Section 5 modifies or amends the Avendra Agreement. In the event of a conflict between this Section 5 and Section 4, Section 4 shall govern solely with respect to Avendra Programs. For clarity, Sections 1–3 and Exhibit B apply to all Raiven Programs in addition to the terms incorporated under this Section 5. 

EXHIBIT B — RAIVEN PLATFORM SUBSCRIPTION AGREEMENT 

This Platform Subscription Agreement (this “PSA”) is made and entered into as of the earlier of the date Customer accepted these Terms or the effective date of Customer’s Order Form, by Raiven, Inc., a Delaware corporation, with offices located at 100 Spectrum Center Drive, Suite 870, Irvine, California 92618 (“Raiven”), and Customer. 

1. The Raiven Platform.The Raiven platform (the “Platform”) is a Software-as-a-Service offering developed to allow Customer to search across and order froma number of Suppliers offering products and services with which Customer has affiliated by accepting these Terms. As a SaaS product, the Platform does not require any on-premise installation and is designed to run as a standalone system without integration into Customer’s systems. Where Customer’s Order Form includes integrations, mobile access, reporting, or other package-specific functionality, that functionality is provided as described in Section 2.2 of these Terms and subject to Section 2.8 (Beta and Pre-Release Features). 
2. Authorized Users and Scope.

(a) Customer shall designate the Authorized Users who will be given access to the Platform. Authorized Users must be employees of Customer or of a branch, location, division, or Affiliate identified on the Order Form, or contractors acting solely for Customer’s internal business purposes and bound by obligations no less protective than these Terms. 

(b) Subject to the terms, limitations, and conditions of this PSA and payment of all Fees, Raiven grants Customer and its Authorized Users a non-exclusive, non-transferable subscription to use the Platform solely for Customer’s own internal business purposes and in conjunction with the Suppliers, limited to the package, user counts, branches, locations, and entities set forth in the Order Form. 

(c) Technical Support is available to Customer at (888) 272-0090 or at [email protected]. The applicable support level, response targets, and any Raiven Assist services are as identified on the Order Form. 

3. Term; Renewal; Termination.

(a) The initial subscription term (the “Initial Term”) begins on the effective date stated in the Order Form or, if none is stated, the date Customer accepted these Terms, and continues for the period stated in the Order Form. If the Order Form does not state a period, the Initial Term is twelve (12) months. 

(b) The Initial Term and each renewal term (each, a “Renewal Term,” and together with the Initial Term, the “Term”) renew automatically for successive periods of equal length unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. If the Order Form specifies a different renewal period or notice period, the Order Form controls. 

(c) Except as provided in subsections (d) and (e), neither party may terminate this PSA for convenience during a subscription term. Fees for the then-current term remain due and non-refundable notwithstanding any early cessation of use by Customer, except as expressly provided in Section 3.3 of these Terms. 

(d) Either party may terminate this PSA, and any Scope or Statement of Work then in effect, for “Cause” (i) if the other party breaches any material term of this PSA and fails to cure such breach within thirty (30) days after delivery of notice of such breach; or (ii) immediately upon notice if the other party (A) is in breach of any of its obligations with respect to confidentiality, or misuse or infringement of the Intellectual Property Rights of the other; or (B) is subject to any events of insolvency, any form of voluntary or involuntary insolvency administration or liquidation, or enters into a scheme, proceeding, or voluntary arrangement with its creditors for partial discharge of indebtedness. Where Customer terminates for Cause under clause (i), Raiven will refund Fees prepaid for the remainder of the then-current term. 

(e) No-fee Connect access has no committed term and may be terminated or discontinued by either party at any time upon notice, as provided in Section 2.3 of these Terms. 

(f) Upon expiration or termination, Customer’s right to access the Platform ceases. Upon Customer’s written request made within thirty (30) days after termination, Raiven will make Customer Data available for export in a commercially reasonable format, after which Raiven may delete Customer Data in the ordinary course, subject to any legal retention obligations and to Raiven’s continued use of aggregated and de-identified data under Section 3.4 of these Terms. 

4. Subscription Fees.During the Term, Customer will pay the subscription fees and all other Feesset forth in the Order Form signed, submitted, or otherwise accepted by Customer and processed by Raiven. Fee amounts vary by package, term length, user count, branch and location count, and Add-On Services purchased, and are therefore not published in this PSA; the Order Form processed for Customer controls. Billing frequency, payment method, and any one-time setup or implementation fee are as stated in the Order Form. Payment, taxes, late amounts, renewal fee changes, and billing disputes are governed by Section 3.2 of these Terms. For the avoidance of doubt: (a) where Customer provided a payment method during enrollment via www.raiven.com or its corresponding branch URL, Customer authorizes Raiven and its payment processor to charge that method for Fees when due; and (b) Raiven may adjust Fees only in accordance with Section 3.2(f) of these Terms. 
5. License Terms and Conditions.Customer, on behalf of itself and its Authorized Users, agrees to the License Terms and Conditions set forth on Schedule A to this PSA.
6. Supplier Program Participation; No Rebate or Allowance Sharing.Customer’sparticipation in Raiven Programs and Avendra Programs is governed by Sections 3.1, 4, and 5 of these Terms. Raiven negotiates and retains all Allowances for its own account. No rebate, allowance, incentive, or other Supplier compensation received by Raiven will be shared with, credited to, rebated to, or applied as an offset against any Fee owed by Customer, except where Raiven expressly agrees otherwise in writing on an Order Form. Any prior Raiven rebate-sharing or subscription-offset program is discontinued and of no further force or effect as of the effective date of these Terms. 

SCHEDULE A  

1. Confidentiality.Each party (as a "Receiving Party" hereunder) shall not disclose to any third party, any Confidential Information of the other party (as a "Disclosing Party" hereunder) provided to such Receiving Party in anticipation of, or in connection with the performance of, this Agreement. As used herein, the term "Confidential Information" refers to all Customer Data, all Intellectual Property Rights (including, without limitation, all third-party personal identifying information contained therein), Customer's login IDs and passwords and, in addition, all financial, technical, commercial, or other information concerning the business and affairs of the Disclosing Party which is (a) conspicuously designated as "Confidential" when provided as information fixed in tangible form or in writing (e.g., paper, disk or electronic mail), or (b) identified as confidential at the time of disclosure and confirmed in writing to be confidential within thirty (30) days of disclosure if disclosed verbally. Confidential Information does not include information which (i) becomes generally available to the public other than as a result of a disclosure by the Receiving party, (ii) was available to a party on a non-confidential basis prior to its disclosure by the other party, (iii) becomes lawfully available to a party on a non-confidential basis from an independent third party, or (iv) is independently developed by the Receiving Party without use or reference to Disclosing Party's Confidential Information. For purposes of this Agreement, "Customer Data" shall mean any data, information or material that Customer or Customer's Authorized Users disclose or submit to Raiven or the Raiven Platform during the Term of this Agreement; "Intellectual Property Rights" shall mean unpatented inventions, patent applications, patents, design rights, copyrights, database rights (including, without limitation, all such rights available under EU or UK laws, as applicable), trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world, including, in the case of Raiven, all technology and other intellectual properties owned by Raiven, all data, databases, data sets and compilations, audio and visual information, documents, software, graphics, artistic and design components, tables (including the structure and fields), processes, algorithms, user interfaces, techniques, architecture, toolkits, plug-ins, know-how, methodologies, and other information and materials contained in or made available via the Raiven Platform and its component database modules, other than Customer Data, together with all documentation developed for the Raiven Platform.  The Receiving Party will not use Confidential Information for any purpose other than carrying out its obligations as set forth in this Agreement and shall not disclose Confidential Information to any third party, without the prior written consent of the Disclosing Party and an agreement in writing from the third party that it will adhere to the confidentiality obligations imposed herein. Third parties shall not include agents of the Receiving Party, who include employees or affiliates of the Receiving Party, attorneys, accountants, and other professional advisors of the Receiving Party, or potential acquirers of Receiving Party, in each case such person or entity must have a legitimate reason to have access to such Confidential Information and must be under a duty to protect such Confidential information which duty is substantially equivalent to the obligations contained herein. Each Receiving Party's confidentiality obligations with respect to such Disclosing Party's Confidential Information shall survive the termination or expiration of this Agreement. Confidential Information which is required to be disclosed under legal process may be so disclosed only to the extent required, provided the Disclosing Party is given prior notice as promptly as practicable, and the party compelled to make the disclosure reasonably cooperates with the Disclosing Party in any efforts to protect the Confidential Information in the context of the proceeding.   

1. Platform Security Measures. The Raiven Platform utilizes the following Platform Security Measures to protect the integrity of data transmitted and received through the Platform.  

• Database Protection. Database infrastructure is completely segregated from the application servers and the Internet via firewalls.   

• Encryption. All communications are encrypted between our application and data centers. Access to Raiven’s application services is only available through secure sessions (https) and only available with an authenticated login and password. Passwords are never transmitted or stored in their original form.  

• Intrusion Protection. The application infrastructure is protected against intrusion by industry standard firewalls at the network, host, and application levels, and intrusion detection systems across all servers. Customer is prohibited from performing its own penetration on any system of Raiven or its suppliers.   

• Malicious Software Protection. Raiven ensures that the Hosted Applications and Raiven’s Platform include reasonably up-to-date versions of system security agent software which shall include reasonably current and tested malware protection, patches and anti-virus protection.  

1. Ownership.Raiven and/or its licensors own all right, title and interest, including all related Intellectual Property Rights, in and to the Raiven Platform and each of its component modules, enhancements, modifications, extensions, and/or derivative works thereof. All data or any kind provided by product suppliers remain the property of those suppliers. Customer shall retain all right, title and interest to Customer Data, provided that Customer grants to Raiven a royalty-free, limited (for the Term), non-exclusive, worldwide license for Raiven to use and process Customer Data solely for the purposes set forth in this Agreement. Except for the limited rights expressly granted to Customer hereunder, no other rights are granted, and no other use is permitted. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to Raiven Platform or the Intellectual Property Rights owned by Raiven.  

1. Warranties.Raiven warrants that it will display accurately the information provided to Raiven by Suppliers to which Customer is subscribed and allow Customer to efficiently search and filter whatever data is provided by the Suppliers. Raiven further warrants that it will accurately transmit the information received from Customer to Suppliers regarding the products from which Customer has placed orders. These warranties do not apply to Beta Features or to Automated Output, each as described in Section 2 of the Terms.   

1. Disclaimer of All Other Warranties.RAIVEN MAKES NO 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. RAIVEN FURTHER DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. RAIVEN DISCLAIMS ALL WARRANTIES OR LIABILITIES WITH REGARD TO ANY DEFECT OR CLAIM ARISING IN RELATION TO THE PRODUCTS PURCHASED BY CUSTOMER, AND CUSTOMER ACKNOWLEDGES THAT RAIVEN IS NOT ENGAGED IN THE SALE OR DISTRIBUTION OF SUCH PRODUCTS TO CUSTOMER. RAIVEN DOES NOT WARRANT THAT ITS PLATFORM OR ITS SERVICES ARE OR WILL BE ERROR-FREE NOR DOES IT WARRANT THE VIABILITY, ENFORCEABILITY, NON-INFRINGEMENT OR COMPLIANCE OF USING THE RAIVEN PLATFORM OR PLATFORM SERVICES IN A PARTICULAR COUNTRY AND/OR FOR A PARTICULAR PRODUCT, PURPOSE OR SERVICE. THE FOREGOING DISCLAIMER OF PRODUCT-RELATED WARRANTIES AND LIABILITIES DOES NOT APPLY TO PRODUCTS SOLD BY RAIVEN AS SELLER OF RECORD THROUGH A WHITE-LABEL STOREFRONT UNDER SECTION 2.6 OF THE TERMS, WHICH ARE GOVERNED BY THE STOREFRONT TERMS OF SALE.  

1. Limitation of Liability.EXCEPT WITH RESPECT TO EACH PARTY’S BREACH OF SUCH PARTY’S CONFIDENTIALITY OBLIGATIONS AS SET FORTH IN SECTION 1, OR THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, IN NO EVENT SHALL: (A) EITHER PARTY’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY OR DUE FROM CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY; (B) EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING WITHOUT LIMITATION LOSS OF REVENUE, PROFITS, USE, GOODWILL, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF DATA, COST OF COVER, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT, STATUTE, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS SECTION 6 LIMITS CUSTOMER’S OBLIGATION TO PAY FEES DUE UNDER THE ORDER FORM OR THE TERMS.  

1. Indemnification.Raiven shall indemnify and hold Customer, its parent, subsidiaries, affiliates, officers, directors and employees, harmless from and against all costs, damages, losses, liabilities and expenses (including reasonable legal fees and costs) to the extent arising out of or in connection with any third party claim (collectively “Claims”) alleging that the Platform infringes on a United States patent held by the third party making the Claim. Notwithstanding the foregoing, if in Raiven’s sole discretion and opinion, the Platform is likely to, or does, become the subject of a claim for patent infringement, Raiven may, at its sole option, procure for Customer the right to continue using the Platform or modify it to become non-infringing. If Raiven is not reasonably able to modify or otherwise secureCustomer the right to continue using the Platform, Raiven shall suspend access to the Platform and refund Customer the amounts actually paid under the subscription term. Raiven shall not be liable for any infringement or claim based upon: (i) the combination or incorporation of the Platform with other software products not supplied by Raiven, to the extent that the infringement results from such combination or incorporation of the Platform; (ii) the modification of the Platform by Customer which is not contemplated by this Agreement or authorized by Raiven; (iii) Customer’s negligence or willful misconduct; or (iv) any use by Customer of the Platform in violation of this Agreement. This Section 7 sets forth Raiven’s sole liability and Customer’s sole and exclusive remedy with respect to any claim of intellectual property infringement. Customer shall indemnify and hold Raiven, its parent, subsidiaries, affiliates, officers, directors and employees, harmless from and against all costs, damages, losses, liabilities and expenses (including reasonable legal fees and costs) to the extent arising out of or in connection with any third party claim (also collectively “Claims”) (1) alleging that the use of Platform and/or the Customer Data in the operations of Customer’s business infringes any law in the United States, (2) resulting from a breach of this Agreement by Customer.   

1. Procedure.The indemnifying party’s obligations under Section 7 are contingent upon the indemnified party (a) promptly giving notice of the Claim to the indemnifying party once the claim is known; (b) giving the indemnifying party sole control of the defense and settlement of the Claim (provided that the indemnifying party may not settle such Claim unless such settlement unconditionally releases the indemnified party of all liability and does not adversely affect the indemnified party’s business or service); (c) providing to the indemnifying party all available information and reasonable assistance; and (d) not compromising or settling such third-party Claim without the indemnifying party’s approval (such approval not to be unreasonably withheld). 

1. Relationship of The Parties. The relationship created by this Agreement is that of Raiven as an independent contractor providing software-as-a-service to Customer. This Agreement does not create the relationship ofprincipal-agent, employee-employer, partnership, or joint venture. Raiven is an independent contractor withrespect to Customer. Raiven will not have the power (express or implied) to bind Customer with respect to any action, obligation or agreement.   

1. Additional Information. Except for providing access to Authorized Users, Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Raiven Platform, access to the Raiven Platform, or any of the Intellectual Property Rights underlying the Raiven Platform in any way; (ii) modify or make derivative works based upon the Raiven Platform or any Intellectual Property Rights related to the platform, (iii) reverse engineer any portion of the Raiven Platform; (iv) access the Raiven Platform in order to build a competitive product or service; or (v) attempt to circumvent any aspects of the Raiven Platform to attempt to obtain access to data, software, or other Intellectual Property Rights which is not provided to Customer under this Agreement. Additionally, Customer will not use the Raiven Platform to: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Raiven Platform or the data contained therein; or (v) attempt to gain unauthorized access to the Raiven Platform or its related systems or networks. 

1. Analytics. As part of the normal operation and support of the Platform, Raiven collects on an anonymous basis information regarding the use of its Platform by Authorized Users: information regarding product queries, spending behavior and other statistics regarding purchases, uses and distribution of the products. Raiven collects this information through tracking and other technologies that gather usage statistics about effectiveness of the Platform for the purpose of improving the experience for both Customers and Suppliers, and to facilitate price negotiations with Suppliers. Customer confirms that it has the authority to consent, and hereby consents, to allow Raiven to process the collected information for the purpose stated above.  

1. General Provisions.Customer agrees to provide Raiven with any update to its billing and contact information within thirty (30) days of any change to it. All legal notices required to be provided under this Agreement shall be deemed effective upon receipt and must be delivered in writing (a) in person (b) by nationally recognized overnight delivery service with proof of delivery, or (c) by U.S. certified mail (requiring signature) to the other party address specified in the preamble of this Agreement.  

1. Attorneys’ Fees.In any litigation, arbitration or other proceeding arising out of or relating to this Agreement, or any of the transactions or relationships between the parties contemplated hereunder, whether sounding in contract, tort, statute, equity, declaratory relief, or otherwise, and further including any costs of collection, the prevailing party in any such proceeding, action, or appeal thereon, shall be entitled to its attorneys’ fees, costs, and other fees and expenses reasonably incurred. 

1. Assignment.Neither party may assign this Agreement to any third party except upon the other party’s prior written consent; provided, however, that no such consent shall be required in the event of an assignment to a successor-in-interest to the business or substantially all the assets of the assigning party. Notwithstanding the foregoing, Customer shall not assign this Agreement to any third party which is a competitor to Raiven without receiving Raiven’s prior written consent.In the event of an assignment by Customer to a successor-in-interest to the business of Customer, the rights granted in this Agreement shall be limited to Customer’s products, services and offerings in use immediately prior to the close of such transaction. Any purported assignment in violation of this Section 14 shall be void. Subject to the foregoing, this Agreement and each and all of the provisions hereof bind and benefit the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns.  

1. Injunctive Relief.Actual or threatened breach of obligations arising under this Agreement with respect to Intellectual Property Rights, privacy, data protection, and Confidentiality will cause immediate, irreparable harm that is difficult to calculate and cannot be remedied by the payment of damages alone. Either party will be entitled to seek preliminary and permanent injunctive relief and other equitable relief for any such breach.  

1. Governing Law and Miscellaneous. (i) This Agreement shall be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Services shall be filed in the state or federal courts located in the county in which the defending party is located, and both parties consent to personal jurisdiction in such venue; provided, however, that in the event that either party wishes to file a cross-action related to an ongoing or threatened dispute arising under the Avendra Supply Chain Services Agreement set forth in Section 4 of the Terms, both parties consent to personal jurisdiction in the state or federal courts of the State of New York for such purposes only; (ii) No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the terms and conditions of this Agreement; (iii) If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provisions shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provisions, with all other provisions remaining in full force and effect; (iv) No joint venture, partnership, employment, or agency relationship exists between Customer and Raiven as a result of this Agreement or use of the Subscription; (v) The failure of either party 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 such party in writing; (vi) This Agreement, together with the Order Form and the Terms of which it forms a part, comprises the entire agreement between Customer and Raiven regarding the subject matter contained herein and supersedes all prior or contemporaneous negotiations, representations, discussions, or agreements, whether written or oral, between the parties regarding such subject matter; (vii) This Agreement shall not confer any rights or remedies upon any person other than the parties hereto and their permitted successors and assigns; (viii) This Agreement may be executed in one or more counterparts, each of which constitutes an original and all of which taken together constitutes the same agreement; (ix) Each party may sign this Agreement using an electronic or handwritten signature, which are of equal effect, whether on original or electronic copies; (x) No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or any part of it. All headings are for ease of reference only and not intended to affect meaning or interpretation; (xi) All provisions of this Agreement relating to confidentiality, privacy, nondisclosure, proprietary rights, limitation of liability, warranties, indemnification, payment obligations, and all other obligations in this Agreement that expressly or by their nature should survive termination shall survive the termination or expiration of this Agreement. Termination shall not, in and of itself, relieve any party of its responsibility for the breach of any obligation having accrued before the date of termination.  

1. Security Incident Notification. Raiven will notify Customer without undue delay, and in any event within seventy-two (72) hours, after Raiven confirms any unauthorized access to or acquisition of Customer Data in Raiven’s possession or control, will provide the information regarding the incident that is then reasonably available to it, and will take commercially reasonable steps to investigate and remediate. Raiven’s notification is not an acknowledgment of fault or liability. 

1. Feedback. Customer grants Raiven a perpetual, irrevocable, worldwide, royalty-free license to use, without attribution or compensation, any suggestions, feedback, enhancement requests, or recommendations that Customer or its Authorized Users provide regarding the Platform, provided that Raiven does not identify Customer as the source. 

1. Competitive and Automated Use Restrictions. In addition to Section 10, Customer shall not, and shall not permit any third party to: (i) use the Platform, Automated Output, Supplier pricing, or any data obtained through the Platform to develop, train, benchmark, or improve any competing product, service, model, or dataset; (ii) scrape, crawl, harvest, or otherwise extract Supplier pricing, catalog, or availability data in bulk, whether manually or by automated means; (iii) disclose Supplier pricing obtained through the Platform to any third party other than Customer’s Authorized Users and professional advisors bound to confidentiality, except as expressly permitted under Section 2.6 of the Terms; or (iv) circumvent any user, branch, location, or entity limit stated on the Order Form. 

1. Reservation of Rights. Except as expressly stated in this Schedule A, the Terms, and the Order Form, no rights, licenses, credits, offsets, rebates, or remedies are granted to Customer by implication, estoppel, or otherwise.