PureSpectrum Supplier Addendum

We may amend these terms and conditions by posting the revised terms on the company website. You are responsible, and agree, to check for any changes on each occasion before using the PureSpectrum Technology.

This PureSpectrum Addendum is incorporated and forms a part of a PureSpectrum Master Supplier Agreement.

1 Definitions.

Definitions. In this Agreement:

1.1 “Supplier Materials” means any information provided by Subscription Users under Supplier’s Access Credentials or Collected by PureSpectrum in order to support Supplier’s and customers’ use of the PureSpectrum Subscription.

“Personnel” means an entity’s employees, contractors and agents.

“PureSpectrum API” means PureSpectrum’s online application programming interface which enables Supplier to create software that can access and interface with the PureSpectrum Technology through software calls and processes.

“PureSpectrum” or “PureSpectrum Technology” is PureSpectrum’s proprietary technology.

“PureSpectrum Subscription” means a subscription to the PureSpectrum Technology designated in an Economic Terms Addendum.

“PureSpectrum Subscription Term” means the period of time during which a PureSpectrum Subscription will be made available to Supplier as set forth in an Economic Terms Addendum.

2 Access to PureSpectrum.

2.1 Authorized users. At the start of a PureSpectrum Subscription Term, PureSpectrum will provide Supplier with a unique username(s), password, and API token (together, the “Access Credentials”). The Access Credentials enable the following “Subscription Users” to access PureSpectrum under Supplier’s PureSpectrum Subscription:

(a) Supplier and its Personnel (the “Supplier Subscription Users”).

2.2 Authorized use. Supplier will ensure that only its Subscription Users will be permitted to access and use the PureSpectrum Subscription under Supplier’s Access Credentials.

3 Use requirements.

3.1 Acceptable use policy. Supplier shall comply with all limitations and usage restrictions applicable to the PureSpectrum Technology as set forth in the PureSpectrum Documentation or an Economic Terms Addendum.

3.2 Technical requirements. Supplier is solely responsible for meeting any technology requirements set forth in the PureSpectrum Documentation or an Economic Terms Addendum. Failure to meet such requirements may impair the proper functioning of PureSpectrum.

4 PureSpectrum Subscription.

4.1 PureSpectrum Technology performance. Subject to Supplier’s compliance with this Agreement, during the applicable PureSpectrum Subscription Term, PureSpectrum will make available the PureSpectrum Subscription to Supplier and its Subscription Users in accordance with this Agreement.

4.2 PureSpectrum License. Subject to this Agreement, PureSpectrum grants to Supplier a worldwide, non-exclusive, non-transferable license (the “PureSpectrum License”) for the duration of the PureSpectrum Subscription Term to:

(a) access and use the PureSpectrum Subscription and enable the Subscription Users to access and use the PureSpectrum Subscription, solely to the extent necessary.

(b) use and reproduce a reasonable number of copies of the PureSpectrum Documentation solely to support Supplier’s use of the PureSpectrum Subscription.

4.3 Use of PureSpectrum brand assets. During the PureSpectrum Subscription Term and with PureSpectrum’s prior review and written approval in all instances, Supplier will have the right to use PureSpectrum’s trademarks, service marks and logos (collectively, the “Marks”), all in unmodified form as provided by PureSpectrum, solely in connection with the PureSpectrum Technology and in accordance with any brand use guidelines that PureSpectrum may provide to Supplier from time to time. After PureSpectrum approves a use of a Mark, such use shall be deemed approved for all substantially similar uses by Supplier during the PureSpectrum Subscription Term. Supplier will not have or acquire any right, title or interest in the Marks, which will remain PureSpectrum’s sole property, and Supplier will not take any action that in any way infringes or interferes with PureSpectrum’s rights therein and thereto. All goodwill arising from the use of the Marks will inure to the benefit of PureSpectrum.

4.4 Additional restrictions. Supplier agrees that it will not:

(a) permit any third party to use or access its PureSpectrum Subscription or the PureSpectrum Documentation except as expressly permitted under this Agreement;

(b) modify the PureSpectrum Documentation;

(c) sublicense, lease, loan, distribute, resell or otherwise transfer or make available the PureSpectrum Subscription to any third party except as expressly permitted by this Agreement;

(d) reverse engineer, decompile, disassemble or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the PureSpectrum Technology; or

(e) use or copy the PureSpectrum Technology or PureSpectrum Documentation except as expressly permitted by this Agreement. At the end of the PureSpectrum Subscription Term, Supplier will cease its use of and access to the PureSpectrum Subscription, and will also terminate its Subscription Users’ access to that PureSpectrum Subscription, to the extent such access was provided directly by or through Supplier.

(f) Cease use of the PureSpectrum Subscription with less than a minimum of 180 days notice. For the avoidance of doubt, ceasing use shall be defined as Supplier no longer making their respondent traffic available to buyers, in whole or in part, on the PureSpectrum platform. Supplier shall not block or otherwise limit traffic to any individual buyer without the express written consent of PureSpectrum.

(g) Use any information obtained from PureSpectrum, the PureSpectrum API, and/or the PureSpectrum Technology to circumvent PureSpectrum in any way, shape, or form.

4.5 Use of name. During the Term, Supplier authorizes PureSpectrum to use Supplier’s name and logo to identify Supplier as a PureSpectrum supplier and in connection with describing or promoting PureSpectrum in PureSpectrum’s marketing materials, websites and related documents. Supplier is willing to act as a reference of PureSpectrum and discuss its use of PureSpectrum and/or otherwise participate in PureSpectrum-related case studies, webinars and webcasts, and other PureSpectrum-related media presentations and public forums.

5 Supplier Materials.

5.1 License to Supplier Materials. Supplier grants to PureSpectrum a non-exclusive, worldwide, royalty-free, perpetual, irrevocable and fully-paid license (with the right of sublicense to its contractors for purposes of performing obligations under this Agreement) to:

(a) use, reproduce, modify, create derivative works from and display the Supplier Materials solely to the extent necessary to provide the PureSpectrum Subscription to suppliers and customers in accordance with this Agreement.

(b) store and use any Supplier Materials for the benefit of Supplier, its Subscription Users and any other PureSpectrum Supplier, vendor or customer; and

(c) store, use and reproduce Supplier Materials for the analysis and publication of trends and statistics.

5.2 Supplier responsibility. Supplier is solely responsible for all Supplier Materials provided to PureSpectrum and assumes all risks associated with the use of Supplier Materials. As between Supplier and PureSpectrum, Supplier is solely responsible for the submission of data and information and other activities by its Subscription Users in connection with its PureSpectrum Subscription. Furthermore, specifically as it relates to GDPR compliance, PureSpectrum shall be defined as the “Data Processor” for all information provided by Supplier to PureSpectrum and/or collected by PureSpectrum in order to support Supplier’s and customers’ use of the PureSpectrum Subscription. Supplier is solely responsible for notifying respondents about what personal data (if any) is being shared by Supplier to PureSpectrum, and/or being collected by PureSpectrum in order to support Supplier’s use of the PureSpectrum Subscription. For the avoidance of doubt, Supplier is solely responsible for maintaining compliance with all GDPR requirements, CCPA requirements and/or industry code(s) of conduct.

5.3 Right to review. PureSpectrum may review any Supplier Materials. If any Supplier Materials, in PureSpectrum’s reasonable business judgment: (a) violate this Agreement or the rights of any third party; (b) harm or threaten the safety of anyone; or (c) create liability for PureSpectrum or any third party, PureSpectrum may: (i) delete or modify the Supplier Materials; (ii) terminate Supplier’s username(s) and password(s); (iii) terminate an Economic Terms Addendum or this Agreement; or (iv) cooperate with legitimate government requests or orders and/or take legal action against Supplier, including reporting Supplier to law enforcement authorities and disclosing properly-requested information.

6 PureSpectrum retention of rights.

Subject to the limited rights expressly granted hereunder, PureSpectrum reserves all rights, title and interest in and to: (a) the PureSpectrum Technology; (b) any PureSpectrum Documentation, content or technology provided by PureSpectrum to Supplier in conjunction with the PureSpectrum Subscription; and (c) any intellectual property rights related to any of the foregoing.

7 Support and training; subscription availability.

7.1 Support. Support requests may be submitted via email to support@PureSpectrum.com.

7.2 Availability. PureSpectrum agrees to use commercially reasonable efforts to make the PureSpectrum Subscription available 24 hours a day, 7 days a week. However, there will be occasions when the Subscription will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment that are beyond the control of PureSpectrum (“Maintenance Downtime”). Excluding the foregoing, PureSpectrum warrants that PureSpectrum APIs and the PureSpectrum website will be generally available 99.5% of the time as measured on a calendar quarterly basis. If PureSpectrum fails to meet the availability requirements of this Section in more than 4 calendar quarters during the PureSpectrum Subscription Term, Supplier will have the right to immediately terminate the relevant Economic Terms Addendum(s) upon written notice to PureSpectrum.

[End of PureSpectrum Addendum]