Component Terms of Use Schedule

These Component Terms of Use apply only if Client has subscribed to, or otherwise uses, the specific components (“Components”) of Ncontracts’ Quantivate Suite Services listed below. The applicable portions of the Component Terms of Use are incorporated into Exhibit Q to the Agreement between Client and Ncontracts. All capitalized terms used and not defined in these Component Terms of Use shall have the meanings given to them in the Agreement. In the event of a specific conflict between the other terms and conditions of the Agreement and the terms and conditions of the applicable portions of this Component Terms of Use, this Component Terms of Use shall govern with respect to the specific terms herein and the applicable products and services. The Component Terms of Use may be revised by Ncontracts from time to time.

The Components that are subject to the applicable terms and conditions in this Component Terms of Use:

• Vendor Management Content (“VM Content”)

• Contract Review Services (including Contract Legal Risk Review and Legal Contract Review Services (collectively, “Contract Review Services”))

• CPA Review Services

VM Content

Client’s use of the VM Content is subject to the following terms and conditions:

Confidential Information. Client acknowledges that the VM Content provided under Exhibit Q is Confidential Information under the Agreement.

Contract Review Services

Contract Review Services include Legal Risk Review (sometimes referred to as “Risk Review”) and Legal Contract Review Services (sometimes referred to as “Redline Review”) and are subject to the below terms:

1. No Attorney-Client Relationship. The provision of Contract Legal Risk Review or Legal Contract Review services under Exhibit Q does not establish an attorney-client relationship between Ncontracts and Client, or between Ncontracts’ provider and Client (if applicable), and does not entitle Client to additional regulatory compliance or legal support, unless expressly requested and engaged.

2. Legal Advice. The Contract Legal Risk Review and Legal Contract Review services provided under Exhibit Q are intended only to assist Client in analyzing the risks in their agreements. If Client has a need for additional legal advice, or has a contract that meets exclusions, a separate and specific client attorney/client engagement with legal counsel is required.

CPA Review Services

Client may purchase Certified Public Accountant (CPA) reviews and opinions of vendor financials (“CPA Review”) in connection with risk assessment services. CPA Review is subject to the following additional terms and conditions:

1. No Warranty. NOTWITHSTANDING ANY OTHER TERMS AND CONDITIONS SET FORTH IN THE AGREEMENT, NCONTRACTS AND ITS PROVIDERS MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT HEREUNDER INCLUDING WITH RESPECT TO THE CPA REVIEW. NCONTRACTS DOES NOT WARRANT THAT THE CPA REVIEW WILL BE ERROR FREE AND CLIENT’S USE OF THE INFORMATION PROVIDED IS AT CLIENT’S SOLE DISCRETION.

2. Acknowledgement. Client acknowledges that each CPA Review provided by Ncontracts is the opinion of the reviewing CPA and does not otherwise represent a finding by Ncontracts or its provider.

3. LIMITATION OF LIABILITY

3.1 Indirect Damages. TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAW, NEITHER NCONTRACTS NOR ITS SUPPLIERS SHALL BE LIABLE TO CLIENT FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO DAMAGES OR COSTS DUE TO LOSS OF PROFITS, DATA, REVENUE, GOODWILL, PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN CONNECTION WITH the CPA REVIEW SERVICES. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO CLIENT.

3.2 Damage Cap. NOTWITHSTANDING ANY OTHER TERMS AND CONDITIONS IN THE AGREEMENT, NCONTRACTS’ AND ITS PROVIDER’S TOTAL LIABILITY ARISING IN CONNECTION WITH THE CPA REVIEW SERVICES SHALL BE FIVE THOUSAND DOLLARS ($5,000).

Last Revised: April 12, 2024