TERMS AND CONDITIONS

Last Updated: May 13, 2025

These Terms and Conditions (the "Agreement") constitute a legally binding agreement between you, whether personally or on behalf of an entity ("you") and CIVIC HIRE LLC doing business as CivicHire ("CivicHire," "we," "us," or "our"). By accessing our platform, creating an account, or using any of our services, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions contained in this Agreement, along with our Privacy Policy which is incorporated herein by reference.

IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU MUST NOT ACCESS OR USE OUR SERVICES. IF YOU ARE USING OUR SERVICES ON BEHALF OF A BUSINESS ENTITY OR GOVERNMENT AGENCY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.

Special provisions applicable to government entities are indicated throughout this Agreement. If you are a government entity, these special provisions will take precedence over any conflicting terms in this Agreement.

1. DEFINITIONS

Platform refers to CivicHire's software-as-a-service platform, websites, applications, and all related services.

Services means all services provided by CivicHire to you, including but not limited to recruitment, hiring, applicant tracking, messaging, and other capabilities offered through the Platform.

Customer Content means all data, information, materials, and content submitted, uploaded, published, displayed, linked to, or otherwise provided by you through the Platform.

Customer Data means all data related to your use of the Services, including but not limited to applicant information, job postings, hiring workflows, and other information processed through the Platform on your behalf.

Competitor means any business that offers products or services that compete with or are substantially similar to those offered by CivicHire.

Intellectual Property Rights means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

Public Records Laws means any federal, state, or local laws governing the maintenance, retention, and disclosure of public records, including but not limited to the Freedom of Information Act, state public records acts, and open government laws.

Marketing and Brand Development Services.

CivicHire will perform services for Client in connection with the planning, provision, creation and/or placing of branding, research, advertising, marketing, consulting, creative and/or digital services based on the Statement of Work (“SOW”) for Client, during the Term. During the term of this agreement, Client may wish to assign additional projects, products, or services to CivicHire beyond the Services outlined. CivicHire agrees to accept such Out-of-Scope Assignments only upon a separate written agreement with Client regarding additional compensation to be paid to CivicHire and other relevant terms and conditions. Nothing in this Agreement will be deemed to require CivicHire to undertake any act or perform any services which in its good faith judgment would be misleading, false, libelous, unlawful, in breach of a contract, or otherwise prejudicial to Client’s or CivicHire’s interests.

Subcontractors.

Client acknowledges that CivicHire may, in the rendition of the Services hereunder, engage third party suppliers and other vendors and subcontractors (“Subcontractors”) from time to time to provide certain services. CivicHire shall supervise such services and endeavor to guard against any loss to Client as the result of the failure of Subcontractors to properly execute their commitments, but CivicHire shall not be responsible for their failure, acts or omissions, except where such failure, acts or omissions are due to CivicHire’s negligence or willful misconduct. If Client enters into arrangements with third party vendors, subcontractors or suppliers regarding the provision of materials or services (“Preferred Suppliers”) and requests that CivicHire utilize such Preferred Suppliers in the discharge of CivicHire’s obligations hereunder, Client remains solely responsible for such Preferred Suppliers.

Client Approval of Materials

CivicHire shall submit to Client for its approval all elements of any materials to be produced or placed hereunder, including, but not limited to, all copy, layouts, slogans, websites, artworks, graphic materials, and photography (collectively, “Materials”). Submission for prior approval of Materials will not be required to the extent that they are preliminary only.

Services to Client’s Designees

Should Client request CivicHire to make purchases for or render services to any parent, subsidiary, or affiliate of Client (“Client Affiliate”), Client and such Client Affiliate shall be jointly and severally liable to CivicHire even though CivicHire may render invoices to, or in the name of, such Client Affiliate.

Marketing

Client hereby grants CivicHire the right to use the name and service marks of Client in its marketing materials or other oral, electronic, or written promotions, which shall include naming Client as a client of CivicHire and a brief scope of services provided. Any use of CivicHire’s logos or links on Clients website must be approved in writing by CivicHire.

Confidentiality

The parties agree to hold each other's Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other's Proprietary or Confidential Information available in any form to any third party or to use each other's Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party's Proprietary or Confidential Information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, CivicHire and Client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the Effective Date.

Responsibilities; Representations and Warranties.

CivicHire represents and warrants that (i) the Services provided hereunder will be performed in a professional manner, and (ii) any software, hardware, websites, web-based, or technology-related Services (collectively, “Electronic Services”) will be supported and maintained in good working order for as long as support hours are available under the applicable Statement of Work (SOW) (Exhibit A). Such warranty does not extend to any modification of Services by anyone other than CivicHire or its Subcontractors at the time of such modification, any abuse or misuse of Services by Client, or use of Services in an operating environment that differs materially from the specifications agreed to by the parties.

DISCLAIMER OF WARRANTIES

EXCEPT AS SET FORTH IN THIS AGREEMENT, ELECTRONIC SERVICES ARE PROVIDED on an “AS IS” and “AS AVAILABLE” basis, AND CivicHire EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

THIRD PARTY DISCLAIMER

CivicHire MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.

Indemnities

Client Indemnity Client shall indemnify, defend, and hold harmless CivicHire, its parents, subsidiaries, and affiliated companies, and its and their respective employees, officers, directors, shareholders, and agents (each an “CivicHire Indemnitee”) from and against any and all Loss incurred by a CivicHireIndemnitee based upon or arising out of any third-party claim, allegation, demand, suit, or proceeding (each, a “Claim”) made or brought against any CivicHireIndemnitee with respect to any advertising, branding, research or other products or services which CivicHireprepared or performed for Client hereunder to the extent that such Claim relates, in whole or substantial part, to: (i) the inaccuracy of any information supplied by Client or its agents to CivicHireincluding, without limitation, information concerning Client’s products and services, the products or services of Client’s competitors or Client’s product or service category; (ii) the use of any marketing, branding, research, advertising, packaging, trademark, software, hardware or other materials, or components thereof, furnished by Client or its agents to CivicHireto be included in any Materials or media placements; (iii) the use of any materials or data provided or created by CivicHireand changed by Client or its agents or used in a manner different from that agreed by the parties; (iv) risks or restrictions known by Client where Client nonetheless elected to proceed; (v) death, personal injury, or product liability (including health and safety) claims or actions arising from the use of Client’s products and services; (vi) the unauthorized or improper use of Materials or the Marks by Client, Client’s designees, licensees, distributors, franchisees or Client Affiliates; (vii) claims brought by Client’s employees for employment discrimination, other employment or labor disputes, breach of contract, personal injury or other civil law matters, or claims brought by those parties with whom Client has a contractual or supplier relationship; (viii) allegations of patent, trademark or trade dress infringement or any other violation of a patent, trademark or trade dress right; (ix) any material breach of the terms of this Agreement by, or any act of omission of, Client or its agents or employees relating to media commitments made by CivicHire pursuant to Client’s approval as provided for herein; and (x) the negligence, gross negligence, bad faith, or intentional or willful misconduct of Client or its employees, agents or Client Affiliates.

CivicHire Indemnity

Excluding claims covered by Section 11(a), CivicHire shall indemnify, defend, and hold harmless Client, the Client Affiliates, and their respective employees, members, managers, officers, directors, shareholders, and agents (each a “Client Indemnitee”) from and against any and all Loss incurred by a Client Indemnitee based upon or arising out of any Claim made or brought against Client arising out of the production or dissemination of materials produced hereunder that involve (i) libel, slander, defamation, copyright infringement, right of publicity and/or invasion of right of privacy arising out of work created by CivicHire and in final form (i.e., ready to be disseminated to the public); or (ii) damage to or destruction of personal property, injury to or death of any person directly attributable to or arising out of CivicHire’s negligence or willful misconduct in connection with the performance of the Services hereunder.

Third Party Investigations of Client

In addition, Client shall reimburse CivicHire for all costs and expenses (including reasonable attorneys’ fees and costs) incurred by CivicHire resulting from any third-party investigation of the acts or practices of Client including, without limitation, any costs or expenses related to compliance with any third party subpoena or other discovery request. Should CivicHire be served with a third party subpoena in connection with Services it performed for Client, CivicHire shall promptly advise Client and consult with Client regarding CivicHire’s response to the subpoena to the extent the subpoena seeks Client data, documents, or information pertaining to Client so that Client may have an opportunity to seek appropriate relief.

Notification of Claims

A party entitled to be indemnified pursuant to this Section 12 (the “Indemnified Party”) shall provide prompt written notice to the party liable for such indemnification (the “Indemnifying Party”) of any claim or demand which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement. The Indemnifying Party shall promptly undertake to discharge its obligations hereunder. Additionally, the Indemnifying Party shall employ counsel reasonably acceptable to the Indemnified Party to defend any such claim or demand asserted against the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any such claim or demand at its own expense. The Indemnified Party shall cooperate with the Indemnifying Party in any such defense. In addition, the Indemnified Party shall at all times have the right to fully participate in any settlement which it reasonably believes would have an adverse effect on its business, but the Indemnified Party shall not make any settlement of any Claims that might give rise to liability of the Indemnifying Party without the prior written consent of the Indemnifying Party. The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other materials in the Indemnified Party’s possession reasonably required by it for its use in contesting any third party claim or demand.

LIMITATION OF LIABILITY

EXCLUDING INDEMNIFICATION OBLIGATIONS OR DAMAGES ARISING FROM BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY LOST PROFITS (excluding direct damages for CivicHire’s anticipated fees), BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY, NOR SHALL CivicHire’S AGGREGATE LIABILITY FOR ANY OTHER DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE REVENUE PAID BY CLIENT TO CivicHireIN ACCORDANCE WITH THE APPLICABLE SOW.

Ownership

Work Product. All Materials developed or prepared by CivicHire or its employees or Subcontractors for Client hereunder that are subject to copyright, trademark, patent, or similar protection shall become the property of Client and deemed “Work Product” provided that (i) the Materials are produced in final form (i.e., ready to be disseminated to the public) by CivicHire for Client within six (6) months of being proposed by CivicHire and (ii) Client has paid to CivicHire all fees and costs associated with creating and, where applicable, producing the Materials. All title and interest to Work Product shall vest in Client as “works made for hire” within the meaning of the United States Copyright Act. To the extent that the title to any such Work Product may not, by operation of law or otherwise, vest in Client as a work made for hire or any such Work Product may not be considered a work made for hire, all right, title and interest therein is hereby irrevocably assigned by CivicHire to Client. In order to assure that its employees and Subcontractors do not possess proprietary rights in the Work Product that are inconsistent with Client’s possession of such rights, CivicHire will, as necessary, obtain the assignment and conveyance to Client, or to CivicHire for the benefit of Client, of any proprietary rights that such persons or entities may then have or may have in the future to such Work Product.

Third Party Licenses. Notwithstanding the provisions of Section 11(a) above, it is understood that CivicHire often licenses materials from third parties for inclusion in Work Product. In such circumstances, ownership of such licensed materials remains with the licensor, and Client agrees that it remains bound by the terms of such licenses and that it does not obtain proprietary rights in such third party materials beyond the terms and conditions contained in the pertinent license. CivicHire will keep the Client informed of any such limitations.

CivicHire Materials. Notwithstanding any other provision of this Agreement, CivicHire shall retain all right, title and interest in and to, including any intellectual property rights with respect to, any data, designs, processes, specifications, software, applications, source code, object code, utilities, methodologies, know-how, materials, information and skills (and any derivative works, modifications and enhancements thereto) owned, acquired or developed by CivicHire or its licensors, and regardless of whether incorporated in any Work Product, (i) prior to the Effective Date; (ii) independently of, or not in connection with the performance of, the Services; (iii) in the general conduct of its business or to serve general functions that are not specific to Client’s unique requirements; or (iv) if generally applicable, non-site specific and unrelated to the “look and feel” of the Materials or other deliverable, in connection with the Services (or partially in connection with the Services) (collectively, “CivicHire Materials”). Subject to fulfillment of Client’s payment obligations hereunder, CivicHire hereby grants Client a worldwide, perpetual, irrevocable, royalty-free, nonexclusive license, with right to sublicense (but only for the benefit of Client or its permitted successors or assigns), to use CivicHire Materials actually incorporated into Work Product pursuant to this Agreement as necessary for or in connection with the use, management and maintenance of such Work Product, provided that Client shall not have the right to publish or distribute any CivicHire Materials other than as part of such Work Product or to create derivative works of CivicHire Materials.

Data Ownership & Permitted Use. As between the parties, Client owns all Customer Data and Customer Content. Client grants CivicHire a limited license to process such data solely to provide and support the Services, ensure security, comply with law, maintain backups, and produce aggregated, de-identified usage statistics that do not identify Client or individuals. CivicHire will not sell Customer Data or use it for targeted advertising.

Deliverables. Solely as necessary to use those Deliverables. No rights to CivicHire’s standalone platforms, tools, or to create derivative works of CivicHire Materials beyond the embedded use are granted. Final creative/branding/marketing assets expressly identified in the SOW/Order Form and delivered to Client.

Governing Law, Jurisdiction, and Venue. This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the internal laws of the State of Missouri, without regard to its conflict of laws rules or choice of law principles. Exclusive jurisdiction and venue for any claims made by either party against the other shall be within the state and federal courts located in the State of Missouri.

Public Records. Client is the records custodian. CivicHire will provide reasonable assistance (search/exports) for lawful public-records requests directed to Client. CivicHire may mark its trade secrets/proprietary information; where permitted by law, Client will provide notice to CivicHire prior to disclosure. Extraordinary retrieval/engineering efforts require pre-approval and are billed at standard rates.

CJIS / CJI. The parties agree CivicHire will not receive, store, access, or process Criminal Justice Information (CJI) as defined by the FBI CJIS Security Policy. If scope changes, the parties will execute the FBI CJIS Security Addendum and a compliance plan before any CJI is processed.

Notices. Notices under this Agreement are sufficient if given by email.

Waiver. The failure of any party to seek redress for violation of or to insist upon the strict performance of any agreement, covenant or condition of this Agreement shall not constitute a waiver with respect thereto or with respect to any subsequent act.

No Third Party Beneficiaries. This Agreement is made solely and specifically among and for the benefit of the parties hereto, and their respective successors and assigns and no other person will have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise

*Successors and Assigns**. This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.*

Assignment. Except as may be necessary in the rendition of the Services as provided herein, neither CivicHire nor Client may assign any part or all of this Agreement, or subcontract or delegate any of their respective rights or obligations under this Agreement, without the other party’s prior written consent. Any attempt to assign, subcontract, or delegate in violation of this paragraph is void in each instance.

Paragraph Headings and Captions. Paragraph headings and captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of this Agreement or any provision thereof.

Severability. Wherever possible each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under any such law, such provision shall be limited to the minimum extent necessary to render the same valid or shall be excised from this Agreement, as the circumstances require, and this Agreement shall be construed as if said provision had been incorporated herein as so limited or as if said provision had not been included herein, as the case may be, and enforced to the maximum extent permitted by law, and the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in order that the transactions contemplated by this Agreement can be consummated as contemplated.

Force Majeure. Neither Client nor CivicHire shall be liable to the other for any failure, inability, or delay in performing hereunder if caused by any cause beyond the reasonable control of the party so failing, including, without limitation, an Act of God, war, strike, or fire; but due diligence shall be used in curing such cause and in resuming performance.

Independent Contractors; No Partnership or Joint Venture. The parties are independent contractors. CivicHire, a Missouri limited liability company, will determine the means and methods of performing the Services; Client may specify desired results and deliverables only. Nothing in this Agreement creates a partnership, joint venture, franchise, fiduciary relationship, or employment relationship between the parties, and neither party has authority to bind the other or incur obligations on the other’s behalf without prior written authorization. For clarity: (i) CivicHire is not a party in interest, controlling interest, or agent of Client under any procurement, ethics, or conflict-of-interest law; (ii) CivicHire does not supervise or control Client’s employees, sworn personnel, or operations; and (iii) CivicHire is solely responsible for its own employees, taxes, withholdings, benefits, insurance, and compliance as an independent contractor.

Survival. Provisions of this Agreement, the performance of which by either or both parties, or by their sense and context, are intended to survive, will survive the completion, expiration, termination or cancellation of this Agreement.

Entire Agreement. This Agreement and the Schedules attached hereto constitute the entire agreement between CivicHire and Client relating to the subject matter hereof and supersedes any prior agreement or understandings between them. This Agreement may not be modified or amended unless such modification or amendment is agreed to by both CivicHire and Client in writing.

PAYMENT TERMS AND CONDITIONS

This Exhibit is incorporated by reference into the Services Agreement (“MSA”) constitute a legally binding agreement between you, whether personally or on behalf of an entity ("you") and CIVIC HIRE LLC doing business as CivicHire ("CivicHire," "we," "us," or "our").Capitalized terms not defined here have the meanings in the MSA or applicable Order Form/Statement of Work (“Order Form”).

Fees

Fees. Fees are set forth in the applicable Order Form (including any Smart Pricing Table selections) and may include: (a) recurring subscription/service fees; (b) one-time setup or implementation fees; (c) pre-approved pass-through costs (e.g., media buys, third-party tools).

No Usage Minimums Unless Stated. Unless expressly stated, fees are not usage-based and are owed for the full billing period once commenced.

Billing Cycle; Due Dates

Recurring Services (Default – SaaS). Recurring fees are due monthly in advance on the service month start date indicated in the Order Form.

One-Time Fees. One-time fees are due upon invoice (or as specified in the Order Form).

Commencement. Billing commences on the Service Start Date in the Order Form (or upon first availability of services, if earlier).

3. Authorized Payment Methods; Auto-Pay

Auto-Pay Authorization (Preferred). Client authorizes Vendor and Vendor’s payment processor to automatically charge all due amounts by ACH debit [and/or credit/debit card] on the due date each billing period. Client will maintain a valid payment method on file

ACH Rules; Card Fees. ACH payments are processed under applicable NACHA rules. Vendor may pass through processor card surcharges only if permitted by law and disclosed on the invoice.

Purchase Orders; Invoicing Portals

If Client requires a PO or use of a specific e-invoicing portal, Client will provide the PO/portal access before service start. Failure to issue a PO does not delay payment obligations where services were authorized via the Order Form.

Taxes

Fees are exclusive of taxes. Client is responsible for sales/use/other transaction taxes (if any) except taxes on Vendor’s income. Tax-exempt Clients will provide valid exemption documentation.

Late Payment; Suspension

Late Charges. Undisputed past-due amounts may accrue interest at 1.5% per month (18% APR) or the maximum lawful rate, whichever is lower.

6.2 Suspension. Vendor may suspend services for non-payment after 15 days’ written notice and failure to cure. Suspension does not waive the amounts due.

[Gov Carve-out: Late charges and suspension rights apply only as permitted by Client’s governing law and do not waive sovereign immunity.]

Billing Disputes

Dispute Window. Client must notify Vendor in writing of any good-faith billing dispute within 15 days of invoice receipt, identifying the disputed amount and basis.

Pay-Undisputed. Client will timely pay all undisputed amounts. The parties will work in good faith to resolve disputes within 30 days. Any amounts resolved in Vendor’s favor become due immediately; amounts resolved in Client’s favor will be credited or refunded promptly.

Pass-Through Costs; Third-Party Services

Pre-Approval. Vendor will obtain written pre-approval for media buys and material third-party costs that are billed through to Client.

Liability. Client remains responsible for third-party platforms it directly contracts (e.g., ad accounts, SMS senders). Vendor is not responsible for third-party outages or policy changes.

Refunds; Credits; Proration

General. Except as expressly provided in the MSA, Government Provisions (e.g., Termination for Convenience or Non-Appropriation), an applicable SLA, or law, fees are non-refundable once the billing period has begun.

Proration. If the parties agree to early termination or a partial month, fees may be prorated to the actual service dates.

Service Credits. Any service credits (e.g., SLA credits) are not refunds and apply to future invoices unless otherwise required by law.

Cancellation; Termination Effects (Payment)

Client Cancellation. Client may cancel per the MSA and Order Form. Cancellation does not relieve Client of payment for fees already due (or minimum commitments) through the effective date.

Government T4C / Non-Appropriation. If Client is a government entity and terminates under Termination for Convenience or Non-Appropriation in the MSA, Vendor will refund prepaid, unearned amounts on a pro-rata basis and cease future charges as of the effective date.

Data Export. Any fees for transition or data export outside the standard export (if requested) will be at Vendor’s then-current professional services rates, pre-approved by Client.

Chargebacks; Returned Payments

Chargebacks. Client agrees not to initiate payment card chargebacks for amounts properly due under this Exhibit; doing so may constitute breach.

NSF/Returns. Returned ACH or checks may incur a $[XX] NSF fee where permitted by law.

Currency; Withholding

Currency. All amounts are in U.S. Dollars (USD) unless the Order Form states otherwise.

Withholding. If any withholding is required by law, Client will gross-up payments so Vendor receives the amounts it would have received absent withholding, unless Vendor provides documentation to reduce or eliminate withholding.

Annual Prepay (Optional)

If the Order Form offers annual prepayment, Client may elect to prepay the annual term in exchange for any stated discount. Annual prepayment is otherwise non-refundable, except as provided in Section 11.2 (Government T4C/Non-Appropriation), Section 10.3 (SLA credits where required), or law.

Collections; Costs

If undisputed amounts remain unpaid 60 days after the due date, Vendor may refer the account to collections. Each party bears its own legal fees except where fee-shifting is required by law or expressly provided in the MSA.

[Gov Carve-out: This section applies only to the extent permitted by law.]

Order of Precedence

If there is a conflict among documents: (1) Jurisdiction-Specific Terms (if any); (2) the MSA Government Provisions; (3) this Payment Terms Exhibit; (4) the Order Form (commercial details control for price/quantities/term); (5) any referenced policies.

Amendments

Vendor may update this Exhibit for future terms with 30 days’ notice; material adverse changes to in-term commitments require Client’s written consent (email acceptable).