Subscription Services Agreement (Terms)

Revision date: August 1, 2026 | View archived versions

This Subscription Services Agreement (together with the Order Form signed by Procurify and the Customer, the “Agreement”) is an agreement between the company or other legal entity that has executed an Order Form (the “Customer”) and Procurify Technologies Inc. (“Procurify”, Procurify and Customer, the “Parties” and each, a “Party”). By (i) executing or otherwise accepting an Order Form that references this Subscription Services Agreement; or (ii) accessing or using the Services (as defined below), including the use of free Services; or (iii) clicking a box indicating acceptance, Customer is agreeing to the terms and conditions in this Agreement.

1. Definitions.

“Acceptable Use Policy” means the Acceptable Use Policy posted to the Website, as it may be updated from time to time.“Affiliate” means regarding a legal entity, an entity owned by, controlling, controlled by, or under common control with, directly or indirectly, a party (but only for as long as such entity meets these requirements). For this purpose, one entity “controls” another entity if it has the power to direct the management and policies of the other entity, for example, through the ownership of voting securities or other equity interests, representation on its board of directors or other governing body, or by contract.“Applicable Laws” means all applicable laws, treaties, rules, regulations, ordinances, court, or governmental orders, whether international, federal, state, provincial, municipal, or local, to which the applicable Party is subject and, in the context of the provision of Services, that are related to the Services.“Claim” means an action, allegation, cause of action, cease and desist letter, charge, citation, claim, demand, directive, lawsuit, or other litigation or proceeding, or notice.“Customer Data” means any data, information, content, records, and files that Customer (or any of its Users) loads, receives through, transmits to, or enters into the Platform or otherwise provides to Procurify, including any and all Intellectual Property Rights in any of the foregoing.“Damages” means assessments, fines, bona fide settlements, costs, damages, expenses (including attorneys’ and accountants’ fees), judgments, liabilities, losses, or penalties, incurred in connection with a Claim.“De-Identified Data” means anonymized, de-identified, or aggregated Customer Data and other information relating to the Services and the Platform and the Customer’s use of them such that the Customer is no longer identified or identifiable by reference to such data or with the combination of that data with other datasets. Procurify will not attempt to re-identify any De-Identified Data or use De-Identified Data to identify any individual or Customer.

“Fees” means the applicable fees set out in the Order Form for the Services.

“Financial Services Partner” means a financial services, financial products, or payments processing partner selected by Procurify to provide certain integrated financial functionality to the Platform.

“Intellectual Property Rights” means any right, title, and interest, throughout the world, in and to any products, services, or technology, including but not limited to rights arising from copyrights, patents, mask works, trademarks, service marks, trade secrets, inventions (whether or not patentable), know-how, authors’ rights, moral rights, rights of attribution, any other proprietary rights, and all applications and rights to apply for registration or protection of such rights in any country.

“Modifications” means modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations, adaptations, addition or removal of features, maintenance releases, bug fixes, corrections, and results from processing in any form or medium, and “Modify” has a corresponding meaning.

“Order Form” means the document signed by both Customer and Procurify setting out the number of Users and Fees for the Services.

“Order Form Term” means the period of time to which the Customer will have access to the Services purchased under an Order Form.

“Personal Information” means information about an identifiable individual.

“Platform” means the software, hardware, websites, associated mobile app(s), and systems used by Procurify to host and make available the software as a service platform that provides streamlined purchasing processes for businesses, including to carry out and document requests, approval, purchases, receipt, and payment for purchases and which is known as “Procurify”.

“Privacy Policy” means the Privacy Policy posted to the Website, as it may be updated from time to time.

“Professional Services” means all professional services related to the Platform provided by Procurify to the Customer, such as implementation, training, consulting, configuration, and other similar services.

“Professional Services Addendum” means the Professional Services Addendum posted to the Website, as it may be updated from time to time.

“Services” means the Platform, the Professional Services, the Website, and any related or additional services connected with the foregoing.

“SOW” has the meaning given in the Professional Services Addendum.

“Term” has the meaning set out in Section 16(b).

“Users” means individuals who are employees or contractors of Customer that Customer wishes to have access to and use of the Platform.

“Website” means any websites used by Procurify to provide the Services, including the website located at www.procurify.com.

Capitalized terms relating to artificial intelligence features used in this Agreement and not otherwise defined herein have the meanings given to them in the AI Schedule.

2. Use of the Platform and Services

Access and Use. Subject to Customer’s compliance with the terms and conditions of this Agreement and payment of Fees owed under an applicable Order Form, Procurify will make the Platform available to Customer during the applicable Order Form Term on a non-exclusive, non-transferable (except permitted by this Agreement) basis.
Order Forms. Access to the Services will be subject to the Parties executing an Order Form. Each Order Form is non-cancellable, non-downgradable and the Fees stated in the Order Form are, except as otherwise provided in this Agreement, non-refundable. Fees stated in each Order Form are final except as otherwise provided in this Agreement. Each Order Form Term is a non-divisible, continuous commitment, regardless of the invoice schedule stated in the Order Form, and pricing agreed to by Procurify is based on a purchase by the Customer of the Services stated in the Order Form for the entirety of the Order Form Term.
Affiliates. Under the terms and conditions of this Agreement and the applicable Order Form, the Customer may permit additional Affiliates, or employees and independent contractors of its Affiliates to become Users to access and use the Platform and Services in accordance with this Agreement. If a Customer Affiliate desires to access and use the Customer’s Services and be billed directly by Procurify for its access and use of the Services, that Affiliate may enter into an Order Form directly with Procurify. That Order Form, as well as the Affiliate’s access to and use of Services, will form part of the Agreement and be subject to its terms; in such case, the Affiliate and the Customer will be jointly and severally liable to Procurify for the Affiliate’s and its Users’ compliance with the terms of this Subscription Services Agreement and the Order Form.
Platform Upgrades; Future Functionality. Procurify may make Modifications to the Platform, provided that Procurify will not make any Modifications that materially decrease the functionality of the Customer’s use of the Platform during an Order Form Term other than in accordance with Section 11(g). The Customer acknowledges and agrees that its purchase of Services is not dependent on Procurify making any new functionality or feature available in the future that is not already a part of the Platform as covered by the applicable Order Form (each a “Potential Enhancement”). Unless agreed upon in writing with the Customer, which may be through an Order Form or SOW, Procurify has no obligation to make any Potential Enhancement available in any jurisdiction or region.
Beta Testing. Customer may be selected and subsequently choose to participate in testing new Platform features. Such features will be identified as “beta” or words or phrases with a similar meaning (each, a “Beta Product”). Customer acknowledges and agrees that Beta Products are provided “as-is” without any warranty or guarantee of any kind. Customer is encouraged to report any faults or feedback relating to Beta Products to Procurify. The Customer’s right to use Beta Products will expire on the date that Procurify makes a version of the Beta Products available as a new add-on, feature, functionality, or enhancement to the Platform that Procurify makes available generally to its customers (an “Enhancement”), access to which may, in Procurify’s discretion, be subject to an Order Form or Fees. Procurify may discontinue Beta Products and may never make them generally available as an Enhancement.
Scheduled or Emergency Downtime or Suspension. Procurify may suspend or limit access to the Platform or any component of the Platform for (i) scheduled maintenance, typically (but not necessarily) performed outside of normal operating hours commencing on Saturdays at 11am PST, and typically lasting no more than 5 hours, and with, if commercially practicable, 24 hours’ prior notice to the Customer via email or by posting a notice of upcoming scheduled downtime in the Platform or on the Website; (ii) emergency or unscheduled maintenance, including as needed to comply with any Applicable Law or to otherwise protect Procurify or its users from potential legal liability or harm to their reputation or business, with reasonable advance notice to the Customer if commercially practicable to provide.AI Features. The terms governing Customer’s access to and use of Advanced AI Features and Agentic AI, to the extent included within the scope of Customer’s subscriptions to the Services, are set forth in the AI Schedule.

3. Reservation of Rights

Ownership of Platform. Procurify expressly reserves all rights, title, and interest in, and Customer will not acquire any right, title, or interest in: (i) the Platform (or any part thereof) and any other materials or content provided by Procurify under this Agreement, including any and all Modifications to any of the foregoing; and (ii) all Intellectual Property Rights in any of the foregoing. All right, title and interest in the foregoing will remain with Procurify (or Procurify’s third party suppliers or licensors, as applicable). For greater certainty, while the Platform is made available to the Customer pursuant to Section 2 of this Agreement, it is not “sold” to Customer.
Procurify Branding. Procurify’s trademarks (whether registered or unregistered), trade names, service marks, graphics, and logos (collectively, the “Marks”) used in connection with the Services are Procurify’s property. Other trademarks, trade names, service marks, graphics, and logos used in connection with the Service are the property of their respective owners (collectively “Third-Party Marks”). The Marks and Third-Party Marks may not be copied, imitated, or used, in whole or in part, without the prior written permission of Procurify or the applicable owner. Procurify reserves all Intellectual Property Rights in and to its Marks. Subject to the foregoing, Procurify grants the Customer a revocable, non-exclusive, and non-transferable license to use the Marks solely in connection with its use of the Services and for no other purpose.
License of Customer Graphics. The Customer grants Procurify and its Affiliates a royalty-free, non-exclusive, worldwide, license during the Term to use and display the Customer’s graphics, service marks, logos, and trademarks:
1. on the Platform as required for Procurify to provide the Services and for the purpose of performing its obligations under this Agreement;
2. in Procurify’s print and online marketing materials (including its website) and may refer to Customer as being a customer of Procurify, provided that Customer may withdraw such consent at its discretion by providing Procurify with 15 days advance written notice.
Ownership and Use of Feedback. If the Customer provides Procurify with content, information, ideas, suggestions, or other materials related to the Platform or the Services, the Customer agrees for itself and its Users that it gives Procurify a royalty-free, irrevocable, transferable right and license to use all reviews, comments, feedback, suggestions, ideas, and other submissions disclosed, submitted, or offered to Procurify in connection with the Customer’s use of the Services (collectively, “Submissions”) in however manner Procurify desires and for whatever purpose, including to copy, modify, delete, adapt, publish, translate, create derivative works from, sell, profit from, or distribute such Submissions or incorporate such Submissions into any form, medium, or technology (including the Services) throughout the world. Procurify is under no obligation to compensate the Customer in any way for Submissions, to maintain any Submissions in confidence, or to respond to any Submissions. For clarity, Customer Data made available to Procurify shall not be considered as a ‘Submission’.

4. Third Party Services; Beta Testing

Non-Procurify Services. Customer may choose to integrate or otherwise use the Services with other services not provided by Procurify (“Non-Procurify Services”). Non-Procurify Services are provided by third parties and subject to third parties’ terms. The Non-Procurify Services may present the Customer with terms of service that the Customer must accept before the Customer can access those Non-Procurify Services. The Customer should review the third-party terms and conditions before acquiring, using, or requesting the Non-Procurify Service. Any third-party terms do not modify this Agreement. Procurify takes no responsibility for Non-Procurify Services, makes no guarantees as to their accessibility and performance, and, to the fullest extent permitted by law, will not be liable to Customer or any other person for any Damages arising out of the use of Non-Procurify Services. Procurify reserves the right to suspend the Services to the extent that Customer does not comply with third party terms, or any other terms applicable to the Non-Procurify Services.
Punchouts. Procurify may make available to the Customer a link within the Platform through which a supplier of goods or services allows the Customer to browse its product catalogs and then purchase goods or services from the supplier (a “Punchout”), which purchases are then recorded within the Platform to make use of its procurement functionalities. Punchouts are Non-Procurify Services; Procurify is not the supplier of the products and services available through a Punchout. The Customer agrees to assume all risk and liability from its use, purchase, or order of products or services acquired through a Punchout. Procurify makes no representations, warranties, guarantees, or endorsements of any kind regarding a Punchout and the products or services made available to the Customer through a Punchout. Without limiting the foregoing, Procurify is not liable to the Customer for any liability relating to the accuracy, advertising, merchantability, suitability for a particular purpose, quality, performance, availability, shipping, refund or returns, harm resulting from, advertising, or any other general liability related to a product or service available through a Punchout. Procurify does not process payments for any purchase through a Punchout and is not liable for cardholder data and Personal Information processing in connection with a purchase made through a Punchout. The Customer is advised to refer to the sales and services terms and conditions and any other terms of the supplier of a product or service available through a Punchout. For clarity, unless Procurify has expressly agreed in a specific SOW or Order Form to make specific Punchouts available, the unavailability of any Punchout, or any failure, interruption, change, degradation, or discontinuation of any Punchout or related third-party catalog or integration, will not constitute a material breach and will not constitute adequate basis for termination of this Agreement or any Order Form.
Spending Card. The Spending Card service allows users to submit a request through the Platform for certain funds to be added to a designated debit card through an integration with a Financial Services Partner (“Spending Card”). The Customer will be presented with and required to accept the terms and agreements of the Financial Services Partner prior to using the Spending Card service. Any services provided by the Financial Services Partner pursuant to any such request are Non-Procurify Services (as defined above). Use of the Spending Card service is subject to the additional Spending Card Terms (“Spending Card Terms”). In the event that the Spending Card is added to a user’s Apple Wallet or Google Pay wallet, such functionality shall also be considered a Non-Procurify Service, and such use may be subject to additional terms imposed by Apple, Google and the Financial Services Partner. For the avoidance of doubt, it is expressly clarified that Procurify shall not be liable for any acts, omissions, errors, fraud, unauthorized transactions, or other conduct or performance of the Financial Services Partner, card networks, merchants, or any other third parties in connection with the Spending Card service, including, without limitation, any fraudulent, unauthorized, or improper use of the Spending Card by third parties, except to the extent such losses are solely and directly caused by Procurify’s gross negligence or willful misconduct in its provision of the integration functionality within the Platform. For greater certainty, Procurify has no responsibility for monitoring, preventing, detecting, or remedying any fraudulent activity or other misconduct or unauthorized activity, or any other functionality, involving the Spending Card, and any such obligations shall exclusively be addressed between the Financial Services Partner and the Customer. Without limiting the foregoing, if the Spending Card is added to a user’s Apple Wallet, the Customer and its Users shall be bound by and comply with the provisions set forth in the Apple Pay Terms Schedule attached hereto.
Bill Pay. The Bill Pay service, through an integration with a Financial Services Partner, allows Customers to create (a) an account represented by a virtual bank account number that enables the Customer to store, spend, and manage money (the “Financial Account”), and (b) make electronic payments and funds transfers to and from the Customer’s Financial Account (the “Bill Pay Services”). The Customer will be presented with and required to accept the terms and agreements of the Financial Services Partner prior to using the Bill Pay Services. Procurify and the Financial Services Partner may also include a margin (i.e. a difference between the wholesale rate and the actual exchange rate used to convert the foreign currency) on foreign exchange transactions, which will be an additional indirect cost to Customer, and may be in addition to other transactional fees payable by Customer for use of the Financial Account and the Bill Pay Services. Any services provided by the Financial Services Partner as part of the Bill Pay Services are Non-Procurify Services (as defined above). Use of the Bill Pay service is subject to the additional Bill Pay Terms(“Bill Pay Terms”). For the avoidance of doubt, it is expressly clarified that Procurify shall not be liable for any acts, omissions, errors, fraud, unauthorized transactions, or other conduct of the Financial Services Partner, card networks, merchants, or any other third parties in connection with Customer’s Financial Account or the Bill Pay Services, including, without limitation, any fraudulent, unauthorized, or improper use of the Financial Account by third parties, except to the extent such losses are solely and directly caused by Procurify’s gross negligence or willful misconduct in its provision of the integration functionality within the Platform. For greater certainty, Procurify has no responsibility for monitoring, preventing, detecting, or remedying any fraudulent activity involving the Financial Account or the Bill Pay Services, and any such obligations rest exclusively with the Financial Services Partner and the Customer.

5. Professional Services.

1. Scope and Terms. To the extent that any Procurify Professional Services are listed in the Order Form, Procurify will perform such services in accordance with this Agreement and the Professional Services Addendum and any SOW related to the Professional Services. The Professional Services Addendum is hereby incorporated by reference and forms part of this Agreement.
2. Ownership of the Deliverables under Professional Services. Unless otherwise stated in the applicable SOW and subject to the Intellectual Property Rights expressly reserved by Procurify under this Agreement and the Intellectual Property Rights of Procurify’s third-party licensors, all work product and deliverables created for or delivered to the Customer under an applicable SOW as Professional Services (“Deliverables”) and all Intellectual Property Rights in the same are owned and held by Procurify or its licensors or third party suppliers, as applicable. During the Order Form Term applicable to the Professional Services, Procurify grants the Customer a limited, revocable, worldwide, non-exclusive, non-transferable, non-sublicensable, license to use Deliverables for the Customer’s own business purposes.

6. Data

Security Standards. Procurify has implemented and will maintain commercially reasonable organizational and technical measures to protect Customer Data against unauthorized access, use or disclosure of Customer Data in accordance with the Data Protection Addendum which is hereby incorporated by reference and forms part of this Agreement.
Use of Customer Data. Customer will retain ownership of all Customer Data. Procurify and its Affiliates, agents, subprocessors, and subcontractors agree to only process Customer Data in accordance with the Agreement and Applicable Laws, as is necessary to provide the Services, and to comply with other documented reasonable instructions provided by the Customer where such instructions are consistent with the terms of this Agreement. The Customer grants Procurify a non-exclusive, worldwide, royalty-free right to use, host, copy, store, transmit, modify, display, process and analyze Customer Data as necessary to (i) provide the Services, (ii) perform Procurify’s obligations and exercise its rights under this Agreement, (iii) provide AI Models and Advanced AI Features and generate AI Outputs in response to Customer’s Inputs and queries; (iv) create De-Identified Data for the purpose of training, developing, and improving AI Models in accordance with Section 6(e); provided that Procurify will not use Customer Data in identifiable form to train, develop, or improve any AI Models, and any use of Customer Data for AI training purposes shall be limited to De-Identified Data that does not identify or permit identification of Customer or any individual; (v) perform fraud detection, anomaly detection, and pattern recognition as part of the Advanced AI Features; and (vi) carry out any other purposes authorized by this Agreement. Customer acknowledges and agrees that Procurify may transmit Customer Data to subprocessors and third-party AI providers to facilitate the delivery of AI Models and Advanced AI Features under this Agreement. Procurify agrees to inform those subprocessors and third-party AI providers of the terms of this Agreement, and to make them subject to contractual terms and conditions for the protection of Customer Data substantially similar to those that apply to Procurify under this Agreement, the Data Protection Addendum, and Applicable Law.
Data Security. Procurify shall maintain appropriate technical and organizational measures to protect the security, confidentiality, and integrity of Customer Data, consistent with the security standards set forth in the Data Protection Addendum. Such measures shall include, without limitation, measures designed to prevent unauthorized access to or disclosure of Customer Data and to protect Customer Data against accidental or unlawful destruction, loss, alteration, or damage.
Third-Party AI Provider and Subprocessor Obligations. Procurify shall ensure that any third-party AI providers and subprocessors engaged by Procurify in connection with the provision of AI Models and Advanced AI Features are bound by written agreements that impose data protection obligations no less protective than those set forth in the Data Protection Addendum, including with respect to the processing, security, and confidentiality of Customer Data. Procurify shall remain responsible to Customer for the acts and omissions of such third-party AI providers and subprocessors to the extent such acts or omissions would constitute a breach of this Agreement if performed by Procurify.
Use of De-identified Data. Procurify and its Affiliates are permitted to create and use De-identified Data to (i) provide, improve, and enhance the Services and the Platform, (ii) for development, diagnostic, and corrective purposes, (iii) to develop and distribute benchmarking, insights, and other relevant metrics for Procurify’s customers and third parties, (iv) to create, develop, and distribute additional products and services, and (v) for any other lawful business purpose. Procurify will not attempt to re-identify any De-Identified Data or use De-Identified Data to identify any individual or Customer. As between Procurify and the Customer, Procurify owns and retains all right, title, and interest in and to De-identified Data, including all related Intellectual Property Rights. For clarity, the rights granted to Procurify under this Section 6(e) include the right to create AI Training Data from De-Identified Data and to use such AI Training Data to train, develop, and improve AI Models and Advanced AI Features; provided that Procurify will not use Customer Data in identifiable form to train, develop, or improve any AI Models, and any use of Customer Data for AI training purposes shall be limited to De-Identified Data. Procurify owns and retains all right, title, and interest in and to AI Training Data and any AI Models trained or improved using AI Training Data, including all related Intellectual Property Rights.
Removal of Data. If Procurify determines in its reasonable discretion that any Customer Data (i) violates Applicable Law, including applicable privacy laws, or (ii) the access to or use of the Customer Data would expose Procurify to civil or criminal liability, then Procurify has the right, but not the obligation, to remove (or request that the Customer remove) the Customer Data. If Customer subscribes to a free account offered by Procurify or if Customer’s account is suspended, Customer acknowledges that any data Customer enters into the Platform may be permanently lost and not recoverable.
Correction to Customer Data. In the event of any loss of or the corruption to Customer Data during the transmission of data through the Platform that is not attributable to Procurify’s breach of the Agreement or its gross negligence or willful misconduct, the Customer’s sole and exclusive remedy is for Procurify to restore the Customer Data from the latest back-up of such Customer Data maintained by Procurify, if any, in accordance with its then-current archiving procedures.
Prohibited Data. In this subsection, “Prohibited Data” means financial account identifiers (e.g., credit card numbers or bank account numbers), government issued identifiers (e.g., social insurance numbers), health records or any information pertaining to an individual’s health, or other types of sensitive or special category data that is subject to specific or elevated data protection requirements under Applicable Laws, including privacy laws. Unless agreed to in writing between the Customer and Procurify, the Customer agrees to not request or upload and to ensure that no Users upload into the Platform or Services, or otherwise submit or make accessible to Procurify, any Prohibited Data. In the event Procurify agreed to permit Customer to upload Prohibited Data, it shall remain Customer’s responsibility to ensure that the handling by Procurify is permitted under the terms of any specific laws which apply to such Prohibited Data, such as export control laws, and personal health information handling related laws. The Customer agrees to notify Procurify immediately if it becomes aware that Prohibited Data has been uploaded to the Platform. Procurify has the right to delete, segregate, or quarantine any Prohibited Data from the Platform and will use reasonable efforts to provide the Customer with at least 10 business days’ notice prior to exercising this discretion so the Customer can export such Prohibited Data from the Platform. Procurify will not be responsible for any Prohibited Data it receives and disclaims any liability and Damages arising from Prohibited Data used on the Platform, including liability and Damages for any failure to protect the Prohibited Data.
Data Processing for AI Features. The terms governing data processing in connection with AI Models and Advanced AI Features are set forth in the AI Schedule.

7. Privacy

Customer agrees (on Customer’s behalf and on behalf of each User) to Procurify’s access, use, collection, storage and disclosure of Customer’s and each User’s Personal Information for the purposes authorized under this Agreement. The Customer represents and warrants to Procurify and its Affiliates that it has all necessary rights, consents, or permissions under privacy laws to collect, use, access, disclose, control, store, process, or otherwise use all Personal Information it uses in connection with the Services or incorporates into Customer Data, including the Personal Information of Users. The Customer agrees to comply with all privacy laws regarding the use of Personal Information in connection with the Services including the use of artificial intelligence and automated decisions. Customer understands that Personal Information, including the Personal Information of Users, will be treated in accordance with Procurify’s Privacy Policy. The Privacy Policy is hereby incorporated by reference and forms part of this Agreement.

8. Artificial Intelligence and Automated Decision Making.

The terms governing artificial intelligence, automated decision making, and related features are set forth in the AI Schedule attached hereto.

9. Customer User Account; Use Restrictions

Customer User Account. Upon Customer’s request, Procurify will issue an account (a “Customer User Account”) to Customer for use by its Users. Customer will ensure that Users only use the Platform through the Customer User Account. Customer will not allow Users to share the Customer User Account with any other person. Customer will promptly notify Procurify of any actual or suspected unauthorized use of the Platform through a Customer User Account. Procurify may access Customer’s account to the extent Procurify considers reasonably necessary to prevent or mitigate fraud, including suspected fraudulent or unauthorized activity. Procurify reserves the right to suspend, deactivate, or replace the Customer User Account if it determines that the Customer User Account may have been used for an unauthorized purpose, including use contrary to the Acceptable Use Policy, or if Customer fails to pay any Fees within 30 days following the date that the applicable Fees have become due.
Users; Use Restrictions. Customer acknowledges and agrees that it is responsible for the compliance by all Users with this Agreement, any guidelines and policies published by Procurify from time to time, and the activities of all Users on the Platform. Without limiting the generality of any of the foregoing, Customer will, and will ensure that its Users and any other person (including any Users) to whom it grants access to the Platform, adhere to the Acceptable Use Policy, which may be updated by Procurify from time to time.
Usage Limits. When using the Platform, the Customer agrees to any usage limits Procurify sets for the Platform, including any quantities described in an Order Form or any restrictions in the technical and product documentation provided by Procurify in relation to the Services. The Customer agrees that it will not bypass or exceed those usage limits.

10. Email and Web Support

Customer will have access to support services generally made available by Procurify to its Customers, as described in the Support Level Agreement (“Support Level Agreement”), as modified by Procurify from time to time. Without limiting Procurify’s other rights, Procurify may suspend Customer’s access to the support services upon notice if Customer has not paid any Fees within 30 days of the date that such Fees become due.

11. Fees; Payment; Refund Policy

Fees. Customer will pay to Procurify the Fees during the Term in accordance with the payment terms set out herein and in the Order Form. If Customer’s usage exceeds the service capacity set forth on an Order Form or otherwise requires the payment of additional fees (pursuant to the terms of this Agreement), Customer will be billed for such usage in accordance with Procurify’s then-current rates and Customer will pay the additional fees in accordance with this Agreement. Unless otherwise noted on an Order Form, all Fees are identified in US dollars and are payable in advance.
True-up. Procurify may conduct a usage analysis (the “True Up”) on the Customer’s use of the Platform at any time during the Term using the mechanisms available for such purposes in the Platform and provided that the analysis does not interfere with the Customer’s use of the Platform. If the True Up reveals that the Customer’s use of the Platform exceeds any thresholds set out in an Order Form, including the number of Users specified in the applicable Order Form, Procurify will issue an order form (which will be deemed to be incorporated into the existing Order Form(s)) for the difference between the quantities purchased in the existing Order Form(s) and the consumption reflected in the True Up. Unless specified in the applicable Order Form, the Fees for such excess use shall be based on Procurify’s then-current unit costs. The Customer agrees to pay for such excess use in accordance with the payment terms in the Agreement.
Invoicing. Procurify will prepare and send to the Customer, at the then-current contact information on file with Procurify, an invoice for any Fees that have become due and payable. Unless otherwise expressly stipulated in the Order Form (in which case, the expressly stipulated payment terms will apply), Customer will pay all invoiced amounts within 30 calendar days of the invoice date. Without limiting Procurify’s other rights, Procurify may suspend Customer’s access to the Platform and any related services upon notice if Customer has not paid any Fees within 30 days of the date that such Fees become due.
Disputed Invoices or Charges. If Customer believes Procurify has charged or invoiced Customer incorrectly, Customer must contact Procurify no later than 30 days after having been charged by Procurify or receiving such invoice in which the error or problem appeared in order to receive an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.
Late Payment. Customer may not withhold or “setoff” any amounts due under this Agreement. Procurify reserves the right to suspend Customer’s access to the Services until all due amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of 1.5% compounded monthly (19.56% annually), or the maximum legal rate (if less) per month or fraction thereof, plus all expenses of collection, until fully paid. Notwithstanding the foregoing, no late payment fees or interest shall accrue if Procurify receives all outstanding Fees within five (5) days following any payment due date (the “Grace Period”); provided that if all outstanding Fees are not fully received before the expiry of the Grace Period, Procurify shall have the right to apply the late fees from the original due date of the payment. Additionally, for the first instance during any twenty-four (24) month period in which Customer fails to make payment within the Grace Period, no late payment fees or interest shall accrue if Customer makes full payment within ten (10) days of the original payment due date.
Certain Taxes. The Fees set out in this Agreement do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes, and all applicable duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement, and Customer will pay, indemnify and hold harmless Procurify from same, other than taxes based on the net income or profits of Procurify.
Refund Policy. If Procurify removes any material functionality described in the Order Form from the Platform, Customer may, upon providing notice to Procurify within 30 days of such removal, request a refund pursuant to this Section. To submit a refund request, Customer shall (i) reference this Section; and (ii) submit a support request, in writing, describing the material removal of functionality and how it has affected Customer’s operations. If Procurify is unable to make available equivalent functionality in the Platform within 30 days of such request, then Customer may, as its sole remedy, terminate the applicable Term and receive a refund of any prepaid, unused subscription fees (except for any Fees regarding applicable Professional Services) paid by Customer for the unused period of any such terminated Term. Notwithstanding the foregoing, this warranty shall not apply to any deficiency due to any modification or defect that is made or caused by someone other than Procurify.
Payment by Credit Card. By providing credit card billing information to Procurify for the payment of Fees, Customer authorizes Procurify to charge such credit card for Fees and any other payment to be made under this Agreement by the applicable date that such payment becomes due.

12. Confidential Information

Definitions. For purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the “Recipient” and the Party disclosing such information will be the “Discloser” and “Confidential Information” means any and all information of Discloser disclosed by Discloser to Recipient or otherwise coming into the possession of Recipient during the Term that is marked as “confidential” or that a reasonable person would understand to be confidential; provided that Discloser’s Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by Recipient outside the scope of this relationship by personnel not having access to any Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations. Subject to the rights, licenses, and permitted uses under this Agreement, the Customer’s Confidential Information includes Customer Data.
Confidentiality Covenant. This Section 12 supersedes any previously agreed upon non-disclosure or confidentiality agreement between the Parties regarding the Services. Recipient hereby agrees that during the Term and at all times thereafter it will not: (i) disclose such Confidential Information of the Discloser to any person, except to its own personnel, its Affiliates or third party service providers and subprocessors, having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser except to exercise its license rights or perform its obligations under this Agreement; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Recipient will be deemed to have discharged its confidentiality obligations under this Section 12 (Confidential Information) if Recipient uses the same degree of care in safeguarding the Confidential Information of Discloser as it uses in protecting its own confidential information of a similar nature from unauthorized disclosure.
Exceptions to Confidentiality. Notwithstanding Section 12(b), Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its employees, accountants, internal and external auditors, legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services related to Procurify’s business; or (iii) in the case of Procurify, to potential assignees, acquirers or successors of Procurify if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Procurify.

13. Warranty; Disclaimer

Customer Warranty. Customer represents and warrants to, and covenants with Procurify as follows: (i) the Customer Data will only contain Personal Information in respect of which Customer has provided all notices and disclosures (including to each User), obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by Applicable Laws, to enable Procurify to provide the Services, including with respect to the collection, storage, access, use, disclosure and transmission of Personal Information, including by or to Procurify and to or from all applicable third parties; (ii) the Customer has the legal power and authority to enter into this Agreement, and that any employee or agent of the Customer executing an Order Form has all necessary authority to bind the Customer to the terms and conditions of this Agreement; and (iii) the Customer’s use of the Services and acceptance of this Agreement does not and will not violate Applicable Laws, the rights of any third party (including Intellectual Property Rights), or the terms of any contract or agreement to which the Customer is bound.
GENERAL DISCLAIMER. Except for the warranties stated expressly in this Agreement, an Order Form, or a SOW: (i) the Platform, Services, any content made available by Procurify on the Platform, Beta Products, all other Services, and any AI Models, Advanced AI Features, AI Outputs, and related functionality are provided “as is”; and (ii) Procurify specifically excludes all other warranties, conditions, and other terms, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, title, non-infringement, and fitness for a particular purpose, and any warranties arising from course of dealing or course of performance, in each case to the maximum extent permitted by Applicable Laws. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PROCURIFY EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION, OR WARRANTY THAT ANY CUSTOMER DATA OR OTHER INFORMATION USED BY CUSTOMER IN CONNECTION WITH THE SERVICES (OR ANY PART THEREOF), OR ANY RESULTS OR OUTPUTS BASED ON SUCH CUSTOMER DATA OR INFORMATION (INCLUDING AI OUTPUTS), ARE OR WILL BE ACCURATE, COMPLETE, RELIABLE, ERROR-FREE, OR FREE FROM BIAS, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER. CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH ITS USE OF THE SERVICES AND ITS RELIANCE ON ANY RESULTS OR OUTPUTS GENERATED THROUGH THE SERVICES. Procurify will not be liable or responsible for any delays, interruptions, delivery or service failure, or any other problems or Damages arising from the Customer’s use of the internet, electronic communications, or any other systems.

14. Indemnification

Customer Indemnity. Customer shall defend and indemnify Procurify and its Affiliates (and their respective directors, employees, representatives, agents, and contractors) from and against all third party Claims and resulting Damages arising out of, related to, or based on: (i) the Customer Data or its use by Procurify as permitted in this Agreement; (ii) Customer’s or any User’s use of the Platform, Services, AI Outputs, or any Deliverables in breach of this Agreement, the Documentation, or Applicable Law, including any misuse of any Deliverables; (iii) automated decisions using AI Models or Advanced AI Features that violate rights of third parties under Applicable Laws; or (iv) Customer’s breach of this Agreement.
Procurify Indemnity.
1. Subject to the other terms of this Section, Procurify shall defend and indemnify Customer and its Affiliates (and their respective directors, employees, representatives, agents, and contractors) from and against all third party Claims and resulting Damages arising out of, related to, or based on such third party’s allegation that Customer’s use of the Platform in accordance with this Agreement infringed such third party’s Intellectual Property Rights.
2. In the defense or settlement of any Customer Claim that alleges that the Platform infringes or misappropriates third-party Intellectual Property Rights, Procurify may obtain the right for the Customer to continue using the Platform, replace or Modify the Platform (so long as such modified Platform is substantially equivalent in functionality and performance) so that it becomes non-infringing or, if these remedies are not reasonably available and without any additional liability or obligation to the Customer, terminate this Agreement on 2 business days’ notice to the Customer and refund the Customer a prorated amount equal to the prepaid unused Fees for access to the Platform for the unexpired portion of the Term. This section states the Customer’s sole and exclusive rights and remedies, and Procurify’s and its Affiliates’ and each of their respective officers’, directors’, employees’, agents’, and sub-contractors’ entire obligations and liability for infringement of any Intellectual Property Right.
Exclusions. Customer and its Affiliates and their respective, officers, directors, employees, agents, or sub-contractors will not be liable to Procurify under subsection (a) above to the extent that: (1) the Claim is based on modification of Customer Data by Procurify or by any party under Procurify’s control (other than modification at the request of the Customer); (2) the Claim arises as a result of any use or disclosure of the Customer Data by Procurify not permitted by this Agreement or Applicable Law. Procurify and its Affiliates and their respective, officers, directors, employees, agents, or sub-contractors will not be liable to the Customer under subsection (b) above to the extent that the alleged infringement is based on: (1) a Modification of the Platform by the Customer or anyone on the Customer’s behalf (including a Modification made by Procurify at the Customer’s direction that Procurify does not make generally available to all its customers) to the extent that Claim would not have occurred absent such Modification; (2) use of the Platform in a manner contrary to the instructions given by Procurify in the Documentation or in contravention of the terms of this Agreement; (3) use of the Platform in combination with other products, software, or data not supplied or authorized by Procurify or intended to be integrated with the Platform by the means Procurify makes available, including Non-Procurify Services; or (4) use of the Platform after notice of a potential, alleged, or actual infringement from Procurify or any appropriate authority or third party.
Indemnification Procedure. The Party seeking indemnification under this section (the “Indemnitee”) will provide the other Party (the “Indemnitor”) with prompt written notice of any Claim for which indemnity is sought. If the Indemnitor is notified, the Indemnitor will promptly hire experienced and competent legal counsel and will have sole control of the defense and all negotiations for the compromise or settlement of the Claim and will, subject to the limitations on liability stated in this Agreement, pay any Damages regarding the Claim. The Indemnitor will also reimburse the Indemnitee for its reasonable costs and expenses incurred in cooperation with and providing assistance to the Indemnitor. However, the Indemnitor may not settle any Claim without the Indemnitee’s consent if the proposed settlement would be in the Indemnitee’s name, impose monetary or other liability or an admission of fault or guilt on the Indemnitee, or would require the Indemnitee to be bound by an injunction.
Reduction of Indemnification Obligations. Indemnification by either Party under this Agreement may be reduced to the extent of loss actually proven as directly attributable to the breach of the Agreement, gross negligence, or willful misconduct of the other Party.

15. Limitation of Liabilities

The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

AMOUNT. EXCEPT FOR (I) DAMAGES OR LOSSES CAUSED BY A PARTY’S INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE OR (II) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, IN WHICH CASE TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED $1,000,000.00 (ONE MILLION DOLLARS), IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY IN CONNECTION WITH OR UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER IN THE PRIOR 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. THE FOREGOING LIMITATIONS ON LIABILITY DO NOT APPLY TO THE CUSTOMER’S OBLIGATION TO PAY FEES OWING TO PROCURIFY FOR THE SERVICES.
TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST SAVINGS, PROFIT, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION; OR (IV) ANY COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
Disclaimer of Liability for Security Incidents. To the maximum extent permitted by Applicable Law, in no event will Procurify be liable for any Damages resulting from unauthorized access to or use of the Platform or Customer Data or information contained within the Platform, except to the extent that Procurify’s breach of its security standards expressly stated in this Agreement results in the unauthorized access.

16. Term and Termination

Term of Agreement. This Agreement will commence on the earlier of the Customer (i) executing an Order Form that references this Subscription Services Agreement; (ii) accessing or using the Services; or (iii) clicking a box indicating acceptance of this Agreement, and will continue until all applicable Order Forms or SOWs have expired or terminated according to their terms or until this Agreement has been terminated according to its terms.
Order Form Term; Renewals. The Order Form Term will automatically renew for successive 12 month periods on the same terms (each, a “Renewal Period” and collectively with the initial term and all Renewal Periods, the “Term”) unless (i) either party gives the other written notice of non-renewal at least 60 days in advance of the renewal date, (ii) a superseding Order Form is entered into by the Parties (for clarity, any such superseding Order Form shall automatically renew in accordance with this Section, unless otherwise agreed by the Parties), or (iii) the Order Form is terminated according to its terms, Section 16(c), or any other right of termination expressly provided to a Party by this Agreement. Procurify may increase the Fees during any Renewal Period upon at least 90 days’ prior notice to Customer, provided that Procurify will not increase the Fees during a Renewal Period by more than 7% unless otherwise agreed by the Parties in writing. Notwithstanding the foregoing, if the then-current Order Form Term includes a multi-year commitment (including any Renewal Period longer than 12 months) and Customer renews for a shorter renewal term (including renewal for a 12 month Renewal Period), then any special pricing, discounts, or incentives that were conditioned on such multi-year commitment will automatically expire as of the start of the renewal term and the renewal Fees will revert to Procurify’s then-current standard rates, and the foregoing 7% cap will not apply to such renewal Fees. For clarity, any recurring discounts or incentives expressly stated in the Special Terms of the applicable Order Form to apply to Renewal Periods will continue to apply in accordance with such Special Terms. For avoidance of doubt, the foregoing does not limit any permitted Fee increases during the Term pursuant to Section 11(a).
Termination for Cause and Certain Events. Either Party may, in addition to other relief, terminate this Agreement or any applicable Order Form:
1. if the other Party commits a material breach of any provision of this Agreement and fails within 30 days after receipt of notice of such breach to correct such material breach or to commence corrective action reasonably acceptable to the aggrieved Party and proceed with due diligence to cure the breach, in each case unless the material breach is not capable of being cured, in which case the non-breaching Party may immediately terminate the Agreement or applicable Order Form; provided that, unless Procurify has expressly agreed in the applicable Order Form or SOW to make a custom feature or Punchout or integration available, any failure of such custom feature or Punchout or integration will not be considered a material breach and will not constitute adequate basis for termination;
2. immediately upon the other Party commencing or becoming subject to reorganization, winding up, insolvency, or bankruptcy proceedings under any national, federal, state, or provincial statute or law applicable to the Party or ceases to operate in the ordinary course of its business.
If this Agreement is terminated by the Customer in accordance with subsection 16(c)(i) above, Procurify will refund the Customer a pro rata portion of any prepaid unused Fees covering the remainder of the Term after the effective date of termination. If this Agreement is terminated by Procurify in accordance with this subsection, the Customer will pay any unpaid Fees covering the remainder of the Order Form Term of all Order Forms.
Termination for Legal, Compliance, or Risk Reasons. Notwithstanding any other provision of this Agreement, Procurify may terminate this Agreement or any applicable Order Form upon at least 90 days’ prior written notice to Customer if Procurify determines, in its reasonable discretion, that continuing to provide the Services to Customer would expose Procurify to material legal, regulatory, compliance, or risk-related concerns, including without limitation (i) changes in Applicable Laws or regulatory requirements that make the provision of Services to Customer unlawful or commercially impracticable, (ii) requirements of Procurify’s regulators, insurers, or financial institution partners, or (iii) material risks to Procurify’s business, reputation, or legal liability arising from the continued provision of Services to Customer. Where Procurify exercises its termination right under this Section, Procurify will refund Customer a pro rata portion of any prepaid unused Fees covering the remainder of the applicable Order Form Term after the effective date of termination.
Effect of Termination (Agreement). Immediately in the event of any termination of the Agreement or expiration of the Term:
1. Subject to any rights provided for in an Order Form or SOW that survive termination, all Order Forms or SOWs then in-effect will immediately terminate, and Procurify will cease all Services on the effective date of termination or expiration of the Term, and any right the Customer has to access the Platform under this Agreement will immediately terminate;
2. Each Party will promptly return and make no further use of any materials and other items (and all copies of them) belonging to the other Party. Provided, however, that the foregoing does not limit Procurify’s rights of use regarding De-identified Data or to copies of Customer Data made as a matter of routine information technology backup that Procurify must retain pursuant to Applicable Law or chooses to store in accordance with its record retention policy (including for tax and audit purposes), with such Customer Data being subject to the confidentiality and security provisions in this Agreement or under Applicable Law for so long as it is retained.
3. Procurify may erase or otherwise destroy the Customer Data in part or in whole unless Procurify receives, no later than 90 days after the effective date of termination or expiration of the Term, written notice from the Customer requesting the most recent extraction of the Customer Data. Within 30 days of receiving such notice, and subject to Customer not being in material breach of the Agreement, including with respect to payment of all Fees due to Procurify, Procurify will provide the Customer with a copy of its Customer Data in a csv format (without attachments) and with a scope in keeping with its standard practices, or such other format requested by the Customer and acceptable to Procurify; provided that data export requests in other formats or custom data export requests, or export of uploaded attachments may require engineering or technical or professional services support and may be subject to additional charges. In such cases, Procurify will provide Customer with a cost estimate for such charges within 10 working days of the request by the Customer, and Procurify will not be required to action the request unless and until Customer accepts such costs in writing, and executes an Order Form or such other document as Procurify may require for such request. If Customer does not accept or pay the associated costs and, where relevant, not clear any past dues to Procurify, Procurify will not be required to provide the Customer Data in the format or for the scope requested by Customer and may delete such data in accordance with this provision.
Effect of Termination (Order Form or SOW). If the Customer has more than one Order Form or SOW effective (for example, for additional or ancillary Procurify products or Professional Services), then in the event of any termination or expiration of one Order Form or SOW, Procurify will cease providing the applicable terminated or expired Services subject to that Order Form or SOW upon the effective date of termination or expiration of that Order Form or SOW and the Agreement will continue to apply to any other unexpired, currently effective Order Forms or SOWs.
Fees. Termination will not relieve the Customer of its obligation to pay all Fees and undisputed charges accrued and payable before the effective date of termination or non-refundable Fees due to the end of the applicable Order Form Term.
Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 3 (Reservation of Rights), Section 5(b) (Ownership of the Deliverables under Professional Services), Section 6 (Data), Section 8 (Artificial Intelligence and Automated Decision Making), Section 12 (Confidential Information), Section 13 (Warranty; Disclaimer), Section 14 (Indemnity), Section 15 (Limitation of Liabilities), Section 16(h) (Survival), and Section 17 (General Provisions).

17. General Provisions

Notices. Notices sent to either Party will be effective when delivered in person or by email, one day after being sent by overnight courier, or two days after being sent by first class mail postage prepaid to the official contact designated by the Parties and immediately after being received by the other Party’s server. Notices must be in writing and sent: (i) if to Procurify, to [email protected] or the following address:
701 West Georgia Street Suite 1500
Vancouver, British Columbia V7Y 1C6, Canadaand (ii) if to Customer, to the current postal or email address that Procurify has on file with respect to Customer. Procurify may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with Procurify through the Platform current at all times during the Term.
Assignment. Neither Party may assign any of its rights or obligations hereunder, in whole or in part, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. In the event an assignment is made as permitted by this subsection, the assignor Party shall notify the non-assigning Party in writing of the assignment. Additionally, if such an assignment is made by Customer the assignee or surviving party must agree in writing to be bound by the terms of this Agreement and assume the obligations of the Customer. Any assignment in violation of this subsection will be void.
Enurement. This Agreement will enure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.

Choice of Law. This Agreement, and any disputes related to this Agreement or any Order Form, will be governed by the governing laws of the jurisdiction stated below as determined by the Customer’s domicile, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The Parties will initiate any disputes in connection with this Agreement in the forum located in the place of venue stated below as determined by the Customer’s domicile, and irrevocably attorn to the exclusive personal jurisdiction and venue of such forum; provided that, notwithstanding the foregoing, Procurify may bring an action in a court of competent jurisdiction in Customer’s jurisdiction of domicile to collect undisputed outstanding Fees and related amounts owed under this Agreement.

Customer’s Domicile	Governing Law	Forum	Venue
United States	Delaware	Delaware Court of Chancery or Delaware Superior Court	State of Delaware
Canada	British Columbia	Provincial Court of British Columbia or the Supreme Court of British Columbia	Vancouver, British Columbia
All other jurisdictions	England and Wales	International Chamber of Commerce (ICC)	London, England

Any Claims or disputes arising out of or in connection with this Agreement submitted to the ICC shall be finally settled by arbitration using the English language in accordance with the arbitration rules and procedures of the ICC then in effect, by one or more commercial arbitrator(s) with substantial experience in the industry and in resolving complex commercial contract disputes. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each Party shall have the right to institute an action in any court of proper jurisdiction for injunctive relief.

Notice to U.S. Government End Users. The Software and the Website, including all documentation, are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, and consist of “Commercial Computer Software” and “Commercial Computer Software Documentation.” The Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. government end users:
1. only as Commercial Items,
2. with the same rights as all other end users, and
3. according to the Agreement.
Published and unpublished rights are reserved under the copyright laws of the United States. The manufacturer is Procurify Technologies Inc.
Construction. Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative. The term “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect.
Conflicting Terms. If there is any conflict or inconsistency between the terms, obligations, or conditions in this Subscription Services Agreement, an Order Form or SOW, or any other document referenced in this Subscription Services Agreement, the terms, obligations, and conditions in the Order Form control to the extent of the conflict unless otherwise expressly stated. The following order of precedence will apply thereafter in ascending order: the Subscription Services Agreement, SOW, and then any other document referenced, unless expressly stated that a provision supersedes specified terms in any of the foregoing agreements, as applicable.
Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond either Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, epidemic, strikes or other labour problems (other than those involving Procurify’s employees), Internet service provider failures or delays, or the unavailability or Modification by third parties of third party websites.
Severable. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
Independent Contractors. The Parties are independent contractors, and neither Party is an agent or partner of the other. Neither Party will have, and will not represent to any third party that it has, any authority to act on behalf of the other Party.
Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all other communications, whether written or oral.
Amendments. Subject to the following sentence, no amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. NOTWITHSTANDING THE PRECEDING SENTENCE, PROCURIFY MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN “AMENDMENT”), BY: (I) GIVING CUSTOMER PRIOR NOTICE OF SUCH AMENDMENT; OR (II) POSTING NOTICE OF SUCH AMENDMENT ON THE WEBSITE. UNLESS OTHERWISE INDICATED BY PROCURIFY, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO CUSTOMER OR IS POSTED ON THE WEBSITE (WHICHEVER IS THE EARLIER). THE CUSTOMER’S CONTINUED USE OF THE PLATFORM AFTER SUCH AMENDMENT IS ACKNOWLEDGMENT OF AND AGREEMENT WITH SUCH AMENDMENT. Where an amendment or update to the Agreement or a hyperlinked document adds significant additional obligations on Customer, materially reduces Customer’s rights, or materially reduces Procurify’s obligations, Procurify will provide at least thirty (30) days prior notice, and Customer has the right (which for the avoidance of doubt is subject to Procurify’s right in the subsequent sentence), exercisable no later than thirty (30) days after such change has been notified/ posted, as Customer’s sole remedy, to terminate this Agreement or any Order Form by notice to Procurify and Procurify will refund any prepaid unused Fees regarding the then-remaining Order Form Term; provided that, prior to exercising such termination right, Customer will first provide Procurify written notice describing in reasonable detail the basis for Customer’s view that the change meets the foregoing standard and the Parties will consult in good faith for up to fifteen (15) days to seek to address Customer’s concerns (including through clarification, configuration, or a commercially reasonable workaround offered by Procurify). Procurify may also elect, at its sole option, not to apply such update to Customer, in which case, Customer shall not have the right to terminate the Agreement as otherwise contemplated in this clause. Customer may terminate under this paragraph only if, after such consultation period, the Parties have not agreed on a resolution, Procurify has not waived application of the amendment to Customer, and the change can reasonably be considered to continue to add significant additional obligations on Customer, materially reduce Customer’s rights, or materially reduce Procurify’s obligations.
English Language. It is the express wish of the Parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

AI Schedule

This AI Schedule (the “AI Schedule”) forms part of the Subscription Services Agreement (the “Agreement”) between Procurify Technologies Inc. (“Procurify”) and the Customer. Capitalized terms used but not defined in this AI Schedule have the meanings given to them in the Agreement.

1. Definitions.

In addition to the definitions set forth in Section 1 of the Agreement, the following terms have the meanings given below when used in connection with artificial intelligence features:

“AI Model” means any artificial intelligence, machine learning, large language model, generative AI, or related technology feature integrated into or made available through the Platform, including Advanced AI Features and Agentic AI, whether developed by Procurify or provided by third parties, and including features to help the Customer and its Users create content, analyze documentation, organize information, automate decision making, process transactions, match records, detect anomalies, and perform other automated or semi-automated functions.

“Advanced AI Features” means the enhanced artificial intelligence and machine learning functionalities integrated into the Platform by Procurify, including: (i) AI-powered order denial analysis and automated recommendations; (ii) AI-native user interface components; (iii) AI general ledger recommendations; (iv) automated item information extraction via URL scraping using AI; (v) agentic approval workflows; (vi) autonomous accounts payable processing and automation; (vii) real-time AI-backed data extraction and purchase order matching; (viii) European Union standard format data extraction for accounts payable automation; (ix) agentic intake and vendor matching; (x) AI-powered integrated payments functionality and autonomous payment processing; (xi) automated suspicious payment flagging and fraud detection; and (xii) AI-enhanced spend insights and reporting; in each case as made available by Procurify from time to time.

“Agentic AI” means AI Model functionality that operates with a degree of autonomy to execute tasks, make recommendations, or take actions within the Platform on behalf of Customer or its Users, including automated approval workflows, autonomous accounts payable processing, real-time vendor and purchase order matching, integrated payments, and fraud detection, in each case subject to Customer’s configuration settings and parameters established within the Platform.

“AI Outputs” means all content, materials, data, visuals, metrics, insights, optimizations, recommendations, approvals, denial reasons, flagging determinations, matching results, extraction results, and other output generated or provided by any AI Model or Advanced AI Features.

“AI Training Data” means De-Identified Data derived from Customer Data, Inputs, and AI Outputs that is used by Procurify for the purpose of developing, training, improving, and enhancing AI Models and Advanced AI Features. For the avoidance of doubt, AI Training Data does not include, and Procurify will not use, Customer Data in identifiable form to train, develop, or improve any AI Models.

“Autonomous Processing” means any processing activity conducted by Advanced AI Features or Agentic AI without direct, real-time human intervention by Customer or its Users, including automated data extraction, invoice matching, denial analysis, payment flagging, payment initiation, and recommendation generation.

“Configuration Parameters” means the settings, thresholds, rules, approval hierarchies, workflow configurations, risk tolerances, and other configurable parameters that Customer establishes within the Platform to govern the operation and scope of AI models and features.

“Human-in-the-Loop” means any configuration in which AI-generated recommendations, approvals, flags, or other AI Outputs are subject to human review, oversight, intervention, or explicit approval by an authorized User before being implemented or executed within the Platform.

2. Access to AI Features.

Advanced AI Features. Subject to Customer’s compliance with the terms and conditions of this Agreement, payment of applicable Fees, and execution of any Order Form or addendum required for specific Advanced AI Features, Procurify may make Advanced AI Features available to Customer as part of the Services. Customer acknowledges and agrees that: (i) the availability, scope, and functionality of Advanced AI Features may vary based on Customer’s subscription tier, geographic location, and Applicable Laws, (ii) certain Advanced AI Features may require Customer to accept additional terms, configure specific settings, or enable particular integrations, (iii) Procurify may modify, suspend, or discontinue any Advanced AI Features in accordance with Section 8(f) and Section 11(g), and (iv) Customer’s use of Advanced AI Features is subject to the usage limits specified in the applicable Order Form and Section 9(c).
Agentic AI and Autonomous Processing. Customer acknowledges that certain Advanced AI Features operate as Agentic AI and engage in Autonomous Processing, including automated approval workflows, autonomous accounts payable processing, real-time purchase order matching, integrated payments, and automated fraud flagging. Before enabling Agentic AI or Autonomous Processing features, Customer shall: (i) review and configure all applicable Configuration Parameters, (ii) establish appropriate Human-in-the-Loop requirements based on Customer’s risk tolerance, internal policies, and Applicable Laws, (iii) designate authorized Users with appropriate authority to configure, modify, and oversee Agentic AI functions, and (iv) ensure that the use of such features complies with Customer’s internal governance policies and all Applicable Laws. Customer retains full responsibility for all Configuration Parameters and for the actions taken by Agentic AI or Autonomous Processing based on such configurations.
Data Processing for AI Features.
1. Data Processing for Advanced AI Features. Customer acknowledges and agrees that the provision of AI Models and Advanced AI Features requires additional data processing activities, including: (i) real-time analysis and extraction of data from invoices, purchase orders, receipts, and other documents, (ii) matching and reconciliation of transaction data across multiple sources, (iii) pattern recognition and anomaly detection across Customer’s historical transaction data, (iv) processing of vendor and supplier information for matching and categorization purposes, (v) analysis of approval workflows and decision patterns, and (vi) aggregation and analysis of spend data for insights and reporting. Procurify will process such data in accordance with this Agreement, the Privacy Policy, the Data Processing Addendum, and Applicable Laws. Customer represents and warrants that it has all necessary rights, consents, and authorizations to permit Procurify to process such data in connection with the provision of AI Models and Advanced AI Features. Customer acknowledges that following termination or expiration of this Agreement, Procurify may retain AI Training Data and De-Identified Data derived from Inputs and AI Outputs for the purposes specified in this Agreement, including for AI Model development and improvement, in each case in accordance with Section 6(e); provided that Procurify will not retain or use Customer Data in identifiable form for AI training purposes following termination or expiration. Customer Data that has not been converted to De-Identified Data will be handled in accordance with Section 6 and Section 16(e)(iii).
Artificial Intelligence and Automated Decision Making.
1. AI Models; Inputs. Procurify may offer or integrate with certain artificial intelligence features as part of the Services including AI Models and Advanced AI Features, to help the Customer and its Users to create content, analyze documentation, organize information, automate decision making, process transactions, perform data extraction, and perform other automated and semi-automated functions and more. Any such AI Model or Advanced AI Feature integrated into the Services and the Customer’s use of the AI Model is subject to the terms of the Agreement. The Customer is responsible for ensuring that all inputs, including any summary, text, instructions, data, transaction records, vendor information, configuration parameters, or other content it makes available while using the features of the AI Model or Advanced AI Features (collectively, “Inputs”) are appropriate and permissible under the Agreement.
2. Advanced AI Functionalities. Procurify may make the following Advanced AI Features available to Customer, subject to applicable Order Forms and Fees: (i) AI-powered order denial analysis and recommendations, including AI analysis of order denial patterns and automated generation of recommendations to optimize procurement workflows and reduce denial rates; (ii) AI-native user interface, including migration of Platform user interfaces to AI-native designs that leverage AI capabilities for enhanced user experience, workflow optimization, and intelligent assistance; (iii) AI general ledger recommendations, including automated AI-generated recommendations for general ledger coding, account categorization, and financial classification; (iv) AI URL scraping and item extraction, including automated extraction of item information, pricing, specifications, and related data from external URLs using AI-powered scraping and parsing technologies; (v) agentic approvals, including AI-driven agentic approval processes, automated approval routing, intelligent delegation, and AI-assisted approval decision support; (vi) autonomous accounts payable engine, including AI-powered autonomous processing of accounts payable functions, automated invoice processing, data entry elimination, three-way matching, exception handling, and payment processing workflows; (vii) real-time AI extraction and purchase order matching, including AI-backed extraction of invoice and transaction data with real-time matching against purchase orders, contracts, and receipts; (viii) EU format data extraction, including support for standard European Union format data extraction for accounts payable automation and cross-border compliance; (ix) agentic intake and vendor matching, including AI-powered intake processing and intelligent vendor matching, automated vendor identification, categorization, and duplicate detection; (x) integrated payments, including AI-enhanced integrated payment functionality through Financial Services Partners and/or other payment rails, intelligent payment scheduling, optimization, and execution; (xi) suspicious payment flagging and fraud detection, including automated flagging of potentially fraudulent, suspicious, or anomalous payments using AI-powered fraud detection, pattern recognition, and risk scoring; and (xii) AI-enhanced spend insights and reporting, including AI-driven analysis of spending patterns, procurement trends, and financial data to generate insights, visualizations, forecasts, and customized reporting.
3. AI Outputs, Accuracy and Reliability. Use of AI Models and Advanced AI Features may result in AI Outputs. Since AI Models and Advanced AI Features are technologies that continue to be developed and tested, AI Outputs may be inaccurate, may contain errors, may reflect bias, and may not be complete or reliable. Customer is advised to carefully review all AI Outputs before relying on them for any purpose, including before implementing any recommendations, approvals, or other actions suggested by AI Outputs. Customer acknowledges that: (i) AI Outputs are generated based on the Inputs provided, Configuration Parameters established, and the data available to the AI Model or Advanced AI Feature; (ii) the accuracy and reliability of AI Outputs depends on the quality, completeness, and accuracy of Inputs; (iii) AI Outputs should not be treated as a substitute for professional judgment, legal advice, accounting expertise, or human oversight where such judgment, advice, expertise, or oversight is required by Applicable Law, industry standards, or prudent business practice; and (iv) Customer bears sole responsibility for decisions made in reliance on AI Outputs. Procurify makes no warranties or representations, express or implied, regarding the accuracy, reliability, completeness, or fitness for any particular purpose of any AI Outputs.
4. Intellectual Property in AI Outputs. If third-party data sources, third-party information, or proprietary materials are used by the Customer with any AI Model or Advanced AI Feature, the Customer agrees to ensure that its use of any AI Outputs does not violate the Intellectual Property Rights or proprietary rights of Procurify or any third party. The Customer is not required to use any AI Outputs and is free to modify them as appropriate to ensure compliance with this Agreement and Applicable Laws. The Customer acknowledges and agrees that: (i) AI Outputs may not be protectable under copyright or other Intellectual Property Rights, proprietary rights, or other Applicable Law, (ii) Procurify makes no warranties or representations, express or implied, that any AI Output is protectable under any law, (iii) due to the nature of generative artificial intelligence, AI Outputs may not be unique, and AI Models may generate or provide the same or similar AI Outputs for the Customer as they generate or provide for other parties, and (iv) AI Outputs generated for other users are not considered Customer Data or the Customer’s content.
5. AI Models are Non-Procurify Services. AI Models, including Advanced AI Features, are Non-Procurify Services. Without prejudice to any of Procurify’s other rights, the Customer acknowledges and agrees that Procurify leverages certain third parties to provide AI Models and Advanced AI Features, including to generate AI Outputs and to process and store Inputs and AI Outputs in private hosting environments. By using an AI Model or Advanced AI Feature, the Customer authorizes and agrees that such third parties may access, use, and store any Inputs and AI Outputs pursuant to their relevant terms and privacy policies.
6. License to Procurify to use Inputs and Outputs. Without limiting Procurify’s rights otherwise stated in the Agreement, by using an AI Model or Advanced AI Features, the Customer agrees that Procurify and its Affiliates may process Inputs and AI Outputs into De-identified Data and AI Training Data (including any Intellectual Property Rights contained therein or embodied thereby) to: (i) develop, train, and improve AI Models and Advanced AI Features, (ii) for machine learning purposes to research, develop, and improve AI Models, Advanced AI Features, the Services, and similar products and features, (iii) develop benchmarking, insights, and other relevant metrics for Procurify’s customers and third parties, and (iv) any other lawful business purpose, in each case subject to the Data Protection Addendum and Applicable Laws. For the avoidance of doubt, Procurify will not use Customer Data, Inputs, or AI Outputs in identifiable form to train, develop, or improve any AI Models, and any use for AI training purposes shall be limited to De-Identified Data and AI Training Data that does not identify or permit identification of Customer or any individual.
7. Configuration and Human Oversight. Customer is responsible for configuring all Configuration Parameters for AI Models, Advanced AI Features, Agentic AI and Autonomous Processing features, including establishing appropriate exception handling thresholds, Human-in-the-Loop requirements, and risk tolerances. Customer acknowledges that: (i) AI Models, Advanced AI Features, Agentic AI and Autonomous Processing features will operate based on the Configuration Parameters established by Customer and additionally, Customer will train its users on appropriate use of such AI Model and Advanced AI Features, (ii) Customer may periodically review and modify Configuration Parameters at any time through the Platform, (iii) changes to Configuration Parameters may take effect immediately upon Customer’s confirmation, and (iv) Procurify is not responsible for verifying whether Customer’s Configuration Parameters are appropriate for Customer’s business, internal policies, or compliance obligations. Customer shall maintain appropriate human oversight of AI Models, Advanced AI Features, Agentic AI, and Autonomous Processing features as required by Applicable Laws and prudent business practice. Procurify shall have no liability for any Damages arising from Customer’s Configuration Parameters or Customer’s failure to appropriately configure, oversee, or maintain AI Models and Advanced AI Features.
8. Fraud Detection and Suspicious Payment Flagging. Customer acknowledges that the fraud detection and suspicious payment flagging Advanced AI Features are designed to assist Customer in identifying potentially fraudulent or anomalous transactions and are not a guarantee against fraud, errors, or losses. Customer acknowledges and agrees that: (i) the effectiveness of fraud detection depends on the quality and completeness of data available to the AI Model and the Configuration Parameters established by Customer; (ii) fraud detection features may generate false positives (flagging legitimate transactions as suspicious) or false negatives (failing to flag fraudulent transactions); (iii) Customer retains full responsibility for investigating flagged transactions and making final determinations regarding payment authorization; (iv) Procurify does not guarantee that all fraudulent, unauthorized, or improper transactions will be detected; and (v) Customer should implement multiple layers of fraud prevention and detection controls appropriate to its risk profile and should not rely solely on the Advanced AI Features for fraud prevention.
9. Languages and Other Limitations. Customer acknowledges that AI Models and Advanced AI Features may only be available in certain languages and subject to certain limitations (e.g., restrictions on use for certain types of customers, certain industries or for certain purposes). The Customer agrees to comply with any such restrictions or limitations communicated by Procurify.
10. Availability of AI Models. The laws and regulations governing artificial intelligence and related technology are uncertain and evolving, and the ability to use an AI Model, Advanced AI Features or AI Outputs may be adversely impacted in the future by changes to Applicable Laws. Customer acknowledges and agrees that Procurify may modify, suspend, discontinue, or limit use of any AI Model or Advanced AI Feature (i) if required, in Procurify’s reasonable discretion, to comply with Applicable Laws related to AI Models, (ii) to address security vulnerabilities, privacy concerns, or safety issues, (iii) to comply with requirements of third-party AI providers, or (iv) for any other commercially reasonable purpose, in each case without notice or compensation except as otherwise required by Section 11(g).
11. Automated Decision Making. The Customer acknowledges that some jurisdictions have enacted legislation regarding automated decision making tools, including the right of individuals to submit observations regarding automated decision making with their Personal Information or the right to have human intervention where a decision is made using automated means, the right to an explanation of decisions made using automated processing, and the right to object to automated decision making. Customer is solely responsible for: (i) determining whether its use of AI Models, Advanced AI Features, Agentic AI, or Autonomous Processing triggers any such regulatory requirements under Applicable Laws in the jurisdictions where Customer operates; (ii) providing any required notices or disclosures to individuals whose Personal Information is processed using AI Models or Advanced AI Features; (iii) establishing any required Human-in-the-Loop processes where required by Applicable Laws; (iv) responding to data subject requests relating to automated decision making; and (v) complying with all other requirements of Applicable Laws relating to automated decision making. Procurify and the Customer agree to cooperate with each other regarding any such data subject rights exercised under applicable privacy laws.
12. Compliance. The Customer agrees to use the AI Models (including but not limited to Advanced AI Features and any AI Outputs) in full compliance with this Agreement, Applicable Laws, and the Acceptable Use Policy. Without limiting the foregoing, Customer shall not use AI Models or Advanced AI Features: (i) in any manner that violates Applicable Laws, including laws governing artificial intelligence, automated decision making, data protection, consumer protection, or financial services, (ii) to make decisions that are required by Applicable Law to be made by a human, (iii) to discriminate against individuals on the basis of protected characteristics under Applicable Laws, (iv) in any manner that would constitute unfair, deceptive, or abusive practices under Applicable Laws, or (v) in connection with high-risk use cases that are prohibited under the Acceptable Use Policy.

Apple Pay Schedule

This Apple Pay Schedule (the “Apple Pay Schedule”) forms part of the Subscription Services Agreement (the “Agreement”) between Procurify Technologies Inc. (“Procurify”) and the Customer. If the Customer or its Users add any Spending Card to Apple Wallet (each such card, a “Provisioned Card”), then the Customer agrees to and shall comply with, and shall cause its Users to comply with, the pass-through terms and conditions set forth in this Apple Pay Schedule.

Limitation of Liabilities. To the maximum extent permitted under Applicable Law, in no event will Apple Canada Inc. and/or its Affiliates (collectively, “Apple”) be liable to Customer for indirect, consequential, incidental, special, punitive or exemplary damages, whether in contract, tort (whether in negligence or strict liability) or other legal or equitable theory, or any loss of profits or revenue, regardless of whether Apple knew or should have known of the possibility of such damages.
Liability for Unauthorized Transactions. Apple shall not be liable for any unauthorized transactions made using Provisioned Cards (including Spending Cards added to Apple Wallet).
Non-Discrimination. The Customer will not discriminate against any card program enabling Apple Wallet functionality, Apple Pay transactions, and/or the Apple Payment Platform relative to other card programs, transactions, and/or payment platforms of similar kind.
Compliance with Applicable Laws. The Customer shall comply with all applicable laws related to its use of Provisioned Cards and its performance under this Agreement.
Prohibition on Passing Fees. The Customer is prohibited from passing any fees attributable to the use of Apple Wallet or the Apple Payment Platform on to individual Users, cardholders, or individuals authorized to use any Spending Cards issued to the Customer.
Protection of Apple Confidential Information. The Customer will protect any Apple Confidential Information obtained pursuant to this Agreement from unauthorized dissemination and use with the same degree of care that it uses to protect its own like information. Except as expressly set forth herein, Customer will not use Apple Confidential Information for purposes other than those necessary to directly further the administration of Provisioned Cards. Except as expressly permitted under this Agreement, Customer will not disclose to third parties Apple Confidential Information without the prior written consent of Apple, including (i) the public disclosure of any metrics related to Apple Wallet or the Apple Payment Platform, and (ii) Customer’s planned use of Apple Wallet prior to the official public launch of the card program’s Apple Wallet integration.
Feedback License. To the extent Customer provides any ideas, requests, feedback, reports, suggestions or recommendations to Apple (whether in writing, orally, by demonstration, or otherwise) regarding the Apple Payment Platform or Apple Confidential Information, Customer hereby grants to Apple a non-exclusive, fully paid-up, perpetual, irrevocable, worldwide, royalty-free license to make, use, reproduce, incorporate, modify, display, perform, sell, make or have made derivative works of, distribute (directly or indirectly), and sublicense such feedback in connection with Apple’s products and services.
Customer Marks Sub-License. Customer hereby grants to Apple and its Affiliates (and their agents and contractors acting on their behalf), during the Term, a non-exclusive, non-transferable, worldwide, royalty-free license to use, reproduce, and display the Customer’s trademarks, logos, or brand marks (“Customer Marks”) as follows: (i) in connection with the use and display of Apple Wallet or the Apple Payment Platform in Apple products, including the right to embed and display Customer Marks within such Apple products; (ii) in the marketing, advertising and promotion of the availability of Apple Wallet or the Apple Payment Platform in Apple products in any medium, including the right to use screenshots and images of the Customer Marks as they may be used in the Apple Payment Platform (such as in instructional materials, training materials, marketing materials, and standard advertising in any medium); and (iii) in a publicly disclosed list of card program participants. Any such use of Customer Marks will be at Apple’s discretion, and Apple shall have no obligation to display or use any Customer Marks, commercial designations, or slogans on any Apple products or services or Apple marketing materials.
Disclaimer of Warranties. Customer acknowledges and agrees that Apple makes no representations or warranties, express or implied, regarding Apple Wallet, the Apple Payment Platform, or any related products and services, including any implied warranty of merchantability or implied warranty of fitness for a particular purpose, all of which are expressly disclaimed. Without limiting the foregoing, Apple does not warrant that the use of Apple Wallet or the Apple Payment Platform will be error-free or uninterrupted.
Apple’s Right to Modify or Suspend. Customer acknowledges and agrees that Apple reserves the right to change, discontinue, or suspend (for any period of time) any or all functionality, user interface, or any other aspect of Apple Wallet or the Apple Payment Platform (including any software, hardware, or services) at any time, including the suspension of eligibility, provisioning, and transaction usage.

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Subscription Services Agreement (Terms)

1. Definitions.

2. Use of the Platform and Services

3. Reservation of Rights

4. Third Party Services; Beta Testing

5. Professional Services.

6. Data

7. Privacy

8. Artificial Intelligence and Automated Decision Making.

9. Customer User Account; Use Restrictions

10. Email and Web Support

11. Fees; Payment; Refund Policy

12. Confidential Information

13. Warranty; Disclaimer

14. Indemnification

15. Limitation of Liabilities

16. Term and Termination

17. General Provisions

AI Schedule

1. Definitions.

2. Access to AI Features.

Apple Pay Schedule

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