These Client Terms of Service supplement the Terms of Service for OS Hub’s website posted at (the “Website

Terms of Service,” and together with these Client Terms of Service, the “ToS”) and any capitalized terms used,

but not defined, herein shall have the meaning set forth in the Website Terms of Service. The Terms of Service

constitute an agreement between OS Hub and any Person (such Person, “User,” “you” or “your”) that purchases a

Software Package from OS Hub.

PLEASE READ THE TERMS OF SERVICE, INCLUDING THE WEBSITE TERMS OF SERVICE,

CAREFULLY. IF YOU DO NOT AGREE TO THE TERMS OF SERVICE, YOU MAY NOT PURCHASE A

SOFTWARE PACKAGE FROM OS HUB. BY PURCHASING A SOFTWARE PACKAGE FROM OS HUB,

YOU HEREBY AGREE TO BE BOUND BY THE TERMS OF SERVICE.

IF A SOFTWARE PACKAGE IS BEING PURCHASED FROM OS HUB ON BEHALF OF AN ENTITY, SUCH

ENTITY AGREES TO BE BOUND AND SHALL BE BOUND BY THE TERMS OF SERVICE. NO PERSON

MAY PURCHASE A SOFTWARE PACKAGE FROM OS HUB ON BEHALF OF AN ENTITY IF SUCH

ENTITY HAS NOT (1) DULY AUTHORIZED SUCH PURCHASE AND (2) AGREED TO BE BOUND BY

THE TERMS OF SERVICE.

ONLY INDIVIDUALS WHO ARE OVER EIGHTEEN (18) YEARS OF AGE MAY PURCHASE A

SOFTWARE PACKAGE FROM OS HUB, WHETHER ON BEHALF OF SUCH INDIVIDUAL OR AN

ENTITY.

1. DEFINITIONS

1.1 “Affiliate” has the meaning set forth in the Website Terms of Service.

1.2 “Annual Fee” means the per-annum fee for the Purchased Software Package, as stated on OS

Hub’s Software Package order page or separately in writing by OS Hub.

1.3 “API” means an application programming interface.

1.4 “Change of Control” means, with respect to any Person, any transaction or a series of related

transactions that results in:

(a) the acquisition of Control of such Person by any other Person that did not previously

Control such Person; or

(b) the sale, assignment, transfer or other disposition of all or substantially all of such

Person’s assets except to any Affiliate of such Person.

1.5 “Contract” means any contract, agreement, obligation, promise, statement of work, arrangement,

commitment or undertaking of any nature, whether oral or written.

1.6 “Control” has the meaning set forth in the Website Terms of Service.

1.7 “Derivative Work” has the meaning set forth in the Website Terms of Service.

1.8 “Entity” has the meaning set forth in the Website Terms of Service.

1.9 “Facility Information” has the meaning set forth in the Website Terms of Service.

1.10 “Insolvency Event” means, with respect to any Person (a) such Person’s commencing a voluntary

case or other proceeding, or an involuntary case or other proceedings being commenced against

such Person and remaining undismissed and unstayed for a period of sixty (60) days, in either

case, seeking relief with respect to such Person or its debts under any applicable bankruptcy,

reorganization, insolvency or other applicable law now or hereafter in effect, or seeking the

appointment of a trustee, receiver or liquidator, custodian or other similar official of such Person

or any substantial part of its property, (b) such Person’s consenting to any such relief or to the

appointment of or taking possession by any such official in an involuntary case or other

proceeding commenced against it, (c) such Person’s admitting in writing its inability to pay its

debts generally as they become due or generally failing to pay such debts as they become due,

(d) such Person’s making or consenting to any assignment of any material portion of its assets for

the benefit of creditors or (e) corporate dissolution of such Person.

1.11 “Losses” has the meaning set forth in the Website Terms of Service.

1.12 “OS Hub Materials” has the meaning set forth in the Website Terms of Service.

1.13 “Onboarding Fee” means the onboarding fee for the Purchased Software Package, as stated on OS

Hub’s Software Package order page or separately in writing by OS Hub.

1.14 “Person” has the meaning set forth in the Website Terms of Service.

1.15 “Privacy Policy” means the privacy policy posted at https://info.opensupplyhub.org/privacy-policy#entry:65@1

1.16 “Purchased Software Package” means the Software Package made available by OS Hub and

purchased by you.

1.17 “Purpose” means:

(a) accessing and searching the Registry to match facilities in the Registry with facilities in

your records;

(b) retrieving Facility Information from the Registry; and

(c) adding facilities, and Facility Information for such facilities, to the Registry.

1.18 “Registry” has the meaning set forth in the Website Terms of Service.

1.19 “Software Package” means any API, embedded map package or other software package.

1.20 “Software Package Documentation” means, as applicable, a copy of the key for the Purchased

Software Package and documentation regarding the installation and operation of the Purchased

Software Package.

2. LICENSE GRANT, SOFTWARE PACKAGE ACCESS AND USER OBLIGATIONS

2.1 License Grant.

(a) Subject to your compliance with the Terms and Conditions, OS Hub hereby grants you a

non-exclusive, non-transferable, non-sublicensable license, during the License Period (as

defined below), to access and use the Purchased Software Package solely for the Purpose.

(b) OS Hub and you acknowledge and agree that Section 2.2 of the Website Terms of Service

sets forth your rights to use Facility Information retrieved through the Purchased

Software Package. OS Hub and you further acknowledge and agree that these Client

Terms of Services are not intended to limit your rights with respect to Facility

Information pursuant to Section 2.2 of the Website Terms of Service.

2.2 Software Package Access. Following OS Hub’s receipt of the Onboarding Fee and Annual Fee in

accordance with Section 4.1, OS Hub shall provide you the Software Package Documentation.

We may provide you updates to the Software Package and Software Package Documentation, but

nothing herein shall obligate us to update or further develop the Purchased Software Package, the

Software Package Documentation or the Registry.

2.3 Application of Website Terms of Service.

(a) OS Hub’s provision to you of the Purchased Software Package, Software Package

Documentation and other services pursuant to these Client Terms of Services shall

constitute Services (as defined in the Website Terms of Service). Without limitation to

the foregoing, all terms and conditions that apply to your receipt of, access to or use of

Services under the Website Terms of Service shall apply to your receipt of, access to and

use of the Purchased Software Package, Software Package Documentation and other

services provided by OS Hub to you pursuant to these Client Terms of Service.

(b) The Purchased Software Package and any documentation provided by OS Hub to you

pursuant to these Client Terms of Service (including the Software Package

Documentation) shall constitute OS Hub Materials (as defined in the Website Terms of

Service). Without limitation to the foregoing, all terms and conditions that apply to your

receipt of, access to or use of OS Hub Materials shall apply to your receipt of, access to

and use of the Purchased Software Package and such documentation.

(c) Any information submitted to the Registry or to OS Hub via the Purchased Software

Package by you or on your behalf shall constitute User Contributions (as defined in the

Website Terms of Service). Without limitation to the foregoing, all terms and conditions

that apply to your submission of, and the Registry’s or OS Hub’s receipt of, User

Contributions shall apply to such information.

2.4 Facility Information. Upon OS Hub’s request from time to time, you shall provide OS Hub a

copy of any Derivative Work of Facility Information created by you or on your behalf.

2.5 No Third Party Rights. The license and other rights granted to you hereunder are personal to you

and you may not, without OS Hub’s prior written consent, permit any third party to access or use

the Purchased Software Package or Software Package Documentation; provided that if you are an

Entity, you may allow your employees to access and use the Purchased Software Package and

Software Package Documentation; provided, further that (a) you shall cause each such employee

to comply with the Terms of Service, (b) you shall be liable for any breach of the Terms of

Service by any such employee and (c) any act or omission by any such employee that would, if

committed by you, constitute a breach of the Terms of Service shall be deemed a breach of the

Terms of Service by you.

2.6 User Account. You acknowledge and agree that your access to the Purchased Software Package

and receipt of the other services hereunder is subject to your creating a User Account in

accordance with Section 3 of the Website Terms of Service.

2.7 Additional Purchases. Any additional purchase of a Software Package, including the Purchased

Software Package, from OS Hub shall constitute your agreement to be bound by the then-current

Terms of Service.

3. LICENSE PERIOD AND TERMINATION

3.1 License Period and Extensions.

(a) The “License Period” shall be the period starting on the date on which OS Hub receives

your payment of the Onboarding Fee and Annual Fee and ending on the date that is

one (1) year thereafter.

(b) OS Hub may (but is not obligated to) offer you an extension to the License Period by

providing a renewal notice and invoice at the e-mail address provided by you. If you

accept such offer, (i) you shall notify OS Hub in writing, (ii) you shall not be obligated to

pay an additional Onboarding Fee, but such extension shall be subject to your payment of

the then-applicable Annual Fee (as specified by OS Hub in such invoice) prior to the

expiration of the License Period, and (iii) you will be (and agree to be) bound by the

then-current Terms of Service from the date of your acceptance of such offer.

(c) You acknowledge and agree that, except as provided in Section 3.1(b), any other purchase

of a Software Package from OS Hub shall require payment of the then-applicable

Onboarding Fee and Annual Fee (each as specified by OS Hub).

3.2 Termination. OS Hub may terminate the license and other rights granted to you hereunder by

providing you written notice (which may be by email at the email address provided by you) if:

(a) OS Hub does not timely receive in full any amount payable by you hereunder;

(b) you are in material breach of the Terms of Service and such breach remains uncured for

thirty (30) days following your receipt of notice thereof;

(c) if the Person who purported to purchase the Purchased Software Package on your behalf

was not authorized to make such purchase or to bind you to the Terms of Service;

(d) you undergo a Change of Control; or

(e) you are subject to an Insolvency Event.

4. PAYMENT

4.1 Initial Payment. Upon placement of your order for the Purchased Software Package, you shall pay

to OS Hub an amount equal to the Onboarding Fee and the Annual Fee.

4.2 Renewal Payments. If you agree to extend the License Period pursuant to Section 3.1(b), you

shall, prior to expiration of the License Period, pay to OS Hub an amount equal to the

then-applicable Annual Fee (as specified by OS Hub in the invoice accompanying the applicable

renewal notice).

4.3 Payment Terms. Payments of any amount due under this Section 4 shall be made via reasonable

means specified by OS Hub, which may include OS Hub’s charging such amount to a credit card

or debit card specified by you, or your transferring such amount to a bank account specified by

OS Hub. All amounts paid to OS Hub hereunder are non-refundable.

5. REPRESENTATIONS AND WARRANTIES

5.1 User Representations and Warranties. In addition to the representations and warranties set forth in

Section 10 of the Website Terms of Service you represent and warrant to OS Hub that:

(a) you have the full power, right and authority to enter into, and to carry out your

obligations pursuant to, the Terms of Service and any Contract that incorporates these

Client Terms of Service; and

(b) without limitation to sub-clause (a), you have the full power, right and authority to permit

OS Hub to charge any credit card or debit card specified by you for purposes of payment

of any amounts payable to OS Hub hereunder and to otherwise pay to OS Hub all

amounts owed to OS Hub hereunder.

5.2 Disclaimer. THE SOFTWARE PACKAGE, THE SOFTWARE PACKAGE DOCUMENTATION,

ALL INFORMATION RETRIEVED THROUGH THE SOFTWARE PACKAGE, INCLUDING

FACILITY INFORMATION, AND SERVICES HEREUNDER ARE PROVIDED TO YOU ON

AN “AS-IS” BASIS AND OS HUB HEREBY EXPRESSLY DISCLAIMS ALL EXPRESS AND

IMPLIED WARRANTIES OF ANY KIND IN CONNECTION OR IN RELATION TO THE

FOREGOING, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY,

FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT OF

THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, AND ANY WARRANTIES THAT

MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF

TRADE.

6. INDEMNITIES

6.1 Indemnification Obligation. You shall indemnify, hold harmless and, at OS Hub’s written

request, defend OS Hub, its Affiliates, and its and their directors, officers and employees (the

“Indemnified Parties”) from and against all Losses incurred by, suffered by or imposed on an

Indemnified Party as a result of or arising from (whether directly or indirectly, including in

relation to any third party claim) (a) any breach by you of any of your obligations under the

Terms of Service or any Contract that incorporates these Client Terms of Service or (b) any

inaccuracy, misrepresentation or breach of any of your representations or warranties under the

Terms of Service or any Contract that incorporates these Client Terms of Service.

6.2 Third-Party Claims. If a third party asserts a claim in respect of which an Indemnified Party may

seek indemnification under Section 6.1 (a “Third Party Claim”), upon OS Hub’s written request,

you shall assume the defense of such claim at your cost. In such case (a) OS Hub shall provide its

reasonable support with respect to such defense, (b) you shall keep OS Hub reasonably informed

of any developments with respect to such defense and (c) you shall not compromise or settle such

Third Party Claim without the prior written consent of OS Hub.

7. LIMITATION OF LIABILITY

IN NO EVENT SHALL (a) OS HUB BE LIABLE TO YOU UNDER THE TERMS OF

SERVICE OR ANY CONTRACT THAT INCORPORATES THESE CLIENT TERMS OF SERVICE

FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES

(INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, OR USE OR COST OF

COVER), EVEN IF OS HUB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES

OR (b) THE TOTAL LIABILITY OF OS HUB TO YOU UNDER THE TERMS OF SERVICE OR ANY

CONTRACT THAT INCORPORATES THESE CLIENT TERMS OF SERVICE EXCEED THE OS

HUB ONBOARDING FEE AND THE MOST RECENTLY PAID ANNUAL FEE ACTUALLY PAID

BY YOU TO OS HUB PURSUANT TO THESE CLIENT TERMS OF SERVICE.

8. CONFIDENTIALITY

8.1 Confidentiality Obligations. You shall, and shall cause your directors, officers and employees to:

(a) keep confidential these Client Terms of Service, the Purchased Software Package, the

Software Package Documentation and any other non-public information disclosed by, or

on behalf of, us pursuant to these Client Terms of Service (“Confidential Information”)

and protect Confidential Information from unauthorized use or disclosure using at least

the same degree of care that you would use for your own non-public information of a

similar nature (but in no event less than reasonable care); and

(b) use Confidential Information solely as permitted by Section 2.1(a) and Section 2.2 of the

Website Terms of Service.

8.2 Permitted Disclosures. Notwithstanding the foregoing, you may disclose Confidential

Information:

(a) to the extent expressly permitted by Section 2.2 of the Website Terms of Service;

(b) to your directors, officers and employees who need to know such Confidential

Information for you to exercise your rights, or comply with your obligations, herein; and

(c) to the extent required under applicable law or by a governmental authority, provided that

you shall, if legally permissible and reasonably practicable, provide written notice to us

of such requirement and cooperate with us to seek a protective order or confidential

treatment for Confidential Information.

8.3 Exempt Information. The confidentiality obligations of this Section 8 shall not apply to

Confidential Information that:

(a) you learn from a third party which has the right to disclose such information to you

without a breach of confidentiality obligations owed to us, provided that you comply with

any restrictions imposed by the third party;

(b) is rightfully in your possession prior to the time of disclosure by us and not acquired by

you under a confidentiality obligation;

(c) is independently developed by you without using the Confidential Information of us, as

evidenced by contemporaneous written records; or

(d) becomes publicly available without breach of any confidentiality obligation by you.

9. MISCELLANEOUS

9.1 Website Terms of Service. Section 13 of the Website Terms of Service are incorporated herein by

reference and shall apply to these Client Terms of Service, mutatis mutandis, provided, that

notwithstanding Section 13.2 of the Website Terms of Service, any amendment or update to these

Client Terms of Service proposed by OS Hub shall only be binding on you if you accept such

amendment or update or agree to extend the License Period after having received such proposed

amendment or update. You may not amend the Terms of Service without OS Hub’s prior written

agreement.

9.2 Interpretation. Any reference herein to a “purchase” of a Software Package shall refer to the

acquisition of a license to use such Software Package, and shall not be deemed to refer to the

acquisition of any right, title or interest in such Software Package or the Intellectual Property

Rights therein other than such license. Without limitation to the foregoing, your purchase of a

Purchased Software Package shall only entitle you to receive a license to access and use the

Purchased Software Package pursuant to Section 2.1, and you shall not acquire any right, title or

interest in the Purchased Software Package or Intellectual Property Rights therein other than such

license.

9.3 Conflicts. Except as set forth in the last sentence of Section 2.1(b), if any provision of the

Website Terms of Service conflicts with any provision of these Client Terms of Service, the

provision of these Client Terms of Service shall control as to such conflict. If any provision of a

Contract that incorporates these Client Terms of Service conflicts with any provision of the Terms

of Service, unless such Contract expressly (a) identifies such provision of the Terms of Service

and (b) states that such provision of such Contract controls as to such conflict, such provision of

the Terms of Service shall control as to such conflict.

9.4 Privacy Policy. Client acknowledges the Privacy Policy.