PLATFORM APPLICATION SUBSCRIPTION AGREEMENT 

This Platform Application Subscription Agreement (“Agreement”) is entered into this {x date of month, year} (“Effective Date”) by and between InHub LLC (“InHub”), and {Customer Name} (“Client”), for the provision of services in  

accordance with the following terms and conditions. When  used herein the term “Agreement” includes the body of this  Agreement, all exhibits attached hereto and InHub’s Privacy  Policy https://theinhub.com/privacy.html and Terms of Use  https://theinhub.com/terms-and-conditions.html  

(collectively, the “Policies”). In the event of a conflict between  the body of this Agreement and any exhibit and/or the Policies,  the body of this Agreement will govern. InHub and Client may  be referred to in this Agreement individually as a “Party” and  together as the “Parties.” 

1. Term. The term of this Agreement shall commence  on the Effective Date and continue in full force for the initial  term specified in Exhibit A (Application; Fees) (the “Initial  Term”). Upon the expiration of the Initial Term, this  Agreement shall automatically renew for successive one (1)  year terms (each a “Renewal Term”), unless Client provides  written notice to InHub via email of Client’s intent not to  renew at least sixty (60) days before the expiration of the then current term. The Initial Term and any Renewal Terms are  referred to herein collectively as the “Term.”  
2. Access to Platform Application. Subject to the terms  and conditions of this Agreement, InHub grants to Client a non exclusive subscription to access and use InHub’s electronic  platform application (the “Application”) and Documentation  (defined below). The Application allows Client to create,  submit, collect and evaluate, requests for proposal and  recurring questionnaires (collectively, “Requests” and those  that respond to Client Requests, “Respondents” and the  information Respondents provide to Requests, “Response  Data”). InHub shall provide Client with one (1) login address  and password access the Application. Additional access  credentials shall be made available by InHub for authorized  users of Client upon Client’s request. Client shall not attempt  to disassemble, decompile, or reverse engineer the Application, or any portion thereof or remove any proprietary  notices thereon. For purposes of this Agreement, the term  “Documentation” shall mean all of InHub’s system  specifications and technical manuals, if any, and all other user  instructions regarding the capabilities, operation, and use of  the Application, including, but not limited to, online help  screens contained within the Application. 
3. Subsequent Versions or New Offerings. If, during the  Term, InHub makes available any future update, version, or  release of the Application, InHub shall provide the update,  version, or release to Client at no additional charge. For the  avoidance of doubt, InHub may charge additional fees for  functions or modules not included in the version of the  

Application marketed by InHub and paid for by Client under  this Agreement.  

4. Support Services. InHub shall provide the support  and maintenance services described in this Section 4 (Support  Services) during the Term (collectively, the “Support  Services”). During the Term, InHub shall:  

(a) Correct any failure of the  

Application to perform in accordance with the Documentation,  including without limitation, defect repair, programming  corrections, and remedial programming, and provide such  services and repairs required to maintain the Application so  that they operate properly and in accordance with the  Documentation. 

(b) Respond to phone calls or email  

messages from Client within forty-eight (48) hours of receipt  thereof. 

5. Fees and Expenses. 

5.1 Fees for Application. The fees for the  Application during the Initial Term shall be as set forth in  Exhibit A (Application; Fees) (the “Application Fees”).  Thereafter, InHub may increase such fees for any Renewal  Term by providing notice to Client prior to the commencement  of such Term and amending Exhibit A to reflect such change. 

5.2 Taxes. Client shall be responsible for those  sales, use, and similar taxes associated with its use of the  Application, excluding taxes based on InHub’s real property,  personal property, income, personnel, or similar taxes not  directly based on Client’s use or consumption of the  Application. 

6. Client Responsibilities. Client shall be responsible for  obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the  Application, including, without limitation, modems, hardware,  servers, software, operating systems, networking, web servers  and the like (collectively, “Equipment”). Client shall also be  responsible for maintaining the security of the Equipment,  Client’s login information, passwords and files, and for all uses  of Client account or the Equipment with or without Client’s  knowledge or consent. 
7. Representations and Warranties. 

7.1 InHub Warranty. InHub represents and  warrants that it has the full power, capacity and authority to  enter into and perform this Agreement and to make the grant  of rights contained herein, and its performance of this  Agreement does not violate or conflict with any agreement to  which InHub is a party. 

7.2 Client’s Warranty. Client represents and  warrants that, at all times during the term of this Agreement, 

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Client shall have the full power to enter into and perform this  Agreement and to make the grant of rights contained herein,  and Client’s performance of this Agreement, use of the  Application, including all Requests, shall not violate or conflict  with any applicable law or any agreement to which Client is a  party. 

7.3 Disclaimer of Other Warranties. EXCEPT AS  EXPRESSLY STATED IN THIS AGREEMENT, INHUB MAKES NO  OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT  NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR  A PARTICULAR PURPOSE, MERCHANTABILITY, QUIET  ENJOYMENT, QUALITY OF INFORMATION, OR TITLE/NON INFRINGEMENT AND ALL SUCH WARRANTIES ARE HEREBY  SPECIFICALLY DISCLAIMED. 

8. Confidentiality; Proprietary Rights. 

8.1 Confidential Information. Each Party (the  “Receiving Party”) understands that the other party (the  “Disclosing Party”) has disclosed or may disclose business,  technical or financial information relating to the Disclosing  Party’s business (hereinafter referred to as “Confidential  Information” of the Disclosing Party). Confidential Information  of InHub includes non-public information regarding features,  functionality and performance of the Application. Confidential  Information of Client (as between Client and InHub) includes  non-public Response Data. The Receiving Party agrees: (i) to  take reasonable precautions to protect such Confidential  Information, and (ii) not to use (except in performance of services, provision of the Application, or as otherwise  permitted herein) or divulge to any third person any such  Confidential Information. The Disclosing Party agrees that the  foregoing shall not apply with respect to any information after  five (5) years following the disclosure thereof or any  information that the Receiving Party can document (a) is or  becomes generally available to the public, or (b) was in its  possession or known by it prior to receipt from the Disclosing  Party, or (c) was rightfully disclosed to it without restriction by  a third party, or (d) was independently developed without use  of any Confidential Information of the Disclosing Party or (e) is  required to be disclosed by law, provided such disclosure is  made in accordance with Section 8.4 (Compelled Disclosures). 

8.2 Ownership; Feedback. As between Client  and InHub, Client shall own all right, title and interest in and to  the Response Data. InHub shall own and retain all right, title and interest in and to (a) the Application, all improvements,  enhancements or modifications thereto, (b) any software,  applications, inventions or other technology developed in  connection with the Application or Support Services, and (c) all  intellectual property rights related to any of the foregoing. 

Client may provide suggestions, comments or other feedback  (collectively, “Feedback”) to InHub with respect to the  Application and related services. Feedback is voluntary and  InHub is not required to hold it in confidence. InHub may use  Feedback for any purpose without obligation or restrictions of  

any kind. To the extent a license is required under Client’s  intellectual property rights to make use of the Feedback, Client  hereby grants InHub an irrevocable, non-exclusive, perpetual,  royalty-free license to use the Feedback in connection with  InHub’s business, including the enhancement of the  Application and related services. 

8.3 Usage Data. Notwithstanding anything in  this Agreement to the contrary, InHub shall have the right to  collect and analyze data and other information relating to the  provision, use and performance of various aspects of the  Application and related systems and technologies (including,  without limitation, information concerning Response Data and  data derived therefrom), and InHub will be free (during and  after the Term hereof) to (i) use such information and data to  improve and enhance the Application and for other  development, diagnostic and corrective purposes in  connection with the Application and other InHub offerings,  and (ii) disclose such data solely in aggregated or other de identified form in connection with its business. No rights or  licenses are granted except as expressly set forth herein. 

8.4 Compelled Disclosures. To the extent  required by applicable law or by lawful order or requirement  of a court or governmental authority having competent  jurisdiction over the Receiving Party, the Receiving Party may  disclose Confidential Information in accordance with such law or order or requirement, subject to the following conditions:  as soon as possible after becoming aware of such law, order or  requirement and prior to disclosing Confidential Information  pursuant thereto, the Receiving Party will so notify the  Disclosing Party in writing and, if possible, the Receiving Party  will provide the Disclosing Party notice not less than five (5)  business days prior to the required disclosure. The Receiving  Party will use reasonable efforts not to release Confidential  Information pending the outcome of any measures taken by  the Disclosing Party to contest, otherwise oppose or seek to  limit such disclosure by the Receiving Party and any  subsequent disclosure or use of Confidential Information that  may result from such disclosure. The Receiving Party will  cooperate with and provide assistance to the Disclosing Party  regarding such measures. Notwithstanding any such  compelled disclosure by the Receiving Party, such compelled  disclosure will not otherwise affect the Receiving Party’s  obligations hereunder with respect to Confidential  Information so disclosed. 

8.5 Return of Response Data. Upon expiration  or termination of this Agreement for any reason, InHub will  promptly make all Response Data available to Client for  electronic retrieval for a period of twelve (12) months.  

8.6 Non-Exclusive Equitable Remedy. Each Party  acknowledges and agrees that due to the unique nature of  Confidential Information there can be no adequate remedy at  law for any breach of its obligations hereunder, that any such  breach or threatened breach may allow a Party or third parties 

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to unfairly compete with the other Party resulting in  irreparable harm to such Party, and therefore, that upon any  such breach or any threat thereof, each Party will be entitled  to appropriate equitable remedies, and may seek injunctive  relief from a court of competent jurisdiction without the  necessity of proving actual loss, in addition to whatever  remedies either of them might have at law or equity. Any  breach of this Section 8 (Confidentiality; Proprietary Rights)  will constitute a material breach of this Agreement and be  grounds for immediate termination of this Agreement in the exclusive discretion of the non-breaching Party. 

9. Security. 

9.1 In General. InHub will maintain and enforce  safety and physical security procedures with respect to its  access, use, and possession of Client’s Confidential  Information, including Response Data, that are (a) at least  equal to industry standards for such types of locations, and (b)  which provide reasonably appropriate technical and  organizational safeguards against accidental or unlawful  destruction, loss, alteration or unauthorized disclosure or  access of such information. Without limiting the generality of  the foregoing, InHub will take all reasonable measures to  secure and defend its location and equipment against  “hackers” and others who may seek, without authorization, to  modify or access InHub systems or the information found  therein.  

9.2 Security Breach. InHub shall notify Client of  any security, or suspected security breach of any Client Confidential Information within forty-eight (48) hours  following discovery or notification, if the information was, or is  reasonably believed to have been acquired by an unauthorized  person.  

10. Indemnification.  

10.1 By InHub. InHub agrees to defend,  

indemnify, and hold harmless Client and its directors, officers,  agents, employees, members, subsidiaries and successors in  interest from and against any claim, action, proceeding,  liability, loss, damage, cost, or expense, including, without  limitation, attorneys’ fees, experts’ fees and court costs, arising  out of any claim by a third party (each a “Claim”) that Client’s  authorized use of the Application infringes that third party’s  United States copyright, trade secret or other intellectual  property rights (collectively, “Claim(s)”). Client shall: (A) give  InHub prompt written notice of such Claim; and (B) once InHub  has unconditionally accepted the tender of Client’s defense,  allow InHub to control, and fully cooperate with InHub (at  InHub’s sole expense) in, the defense and all related  negotiations. InHub shall not enter into any stipulated  judgment or settlement that purports to bind Client without  Client’s express written authorization, which shall not be  unreasonably withheld or delayed. If, due to a claim of  infringement, the Application is held by a court of competent  

jurisdiction to be or is believed by InHub to be infringing, InHub may, at its option and in its sole discretion, (a) replace or  modify the Application to make it non-infringing provided that  such modification or replacement contains substantially  similar features and functionality or (b) procure for Client the  right to continue using the Application pursuant to this  Agreement. 

10.2 By Client. Client agrees to defend, indemnify,  and hold harmless InHub and its directors, officers, agents,  employees, members, subsidiaries and successors in interest  from and against any claim, action, proceeding, liability, loss,  damage, cost, or expense, including, without limitation,  attorneys’ fees, experts’ fees and court costs, arising out of any  Claim based on Requests and/or Response Data or on Client’s  unauthorized use of the Application. InHub shall: (A) give  Client prompt written notice of such Claim; and (B) once Client  has unconditionally accepted the tender of InHub’s defense,  allow Client to control, and fully cooperate with Client (at  Client’s sole expense) in, the defense and all related  negotiations. Client shall not enter into any stipulated  judgment or settlement that purports to bind InHub without  InHub’s express written authorization, which shall not be  unreasonably withheld or delayed.  

11. Disclaimer of Consequential Damages; Limitation of  Liability. EXCEPT FOR INDEMNITY OBLIGATIONS UNDER  SECTION 10 (INDEMNIFICATION) AND EITHER PARTY’S  INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL  PROPERTY RIGHTS (1) NEITHER PARTY SHALL BE LIABLE TO THE  OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INCIDENTAL,  CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR  RELATED TO THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN  ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (2)  EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY  FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION  (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR  OTHERWISE) SHALL NOT EXCEED THE TOTAL APPLICATION  FEES PAID BY CLIENT TO INHUB UNDER THIS AGREEMENT IN  THE TWENTY-FOUR (24) MONTHS IMMEDIATELY PRECEDING  THE EVENT FIRST GIVING RISE TO LIABILITY. 
12. Termination.  

12.1 Default. Each Party shall have the right to  terminate this Agreement upon fifteen (15) days’ written  notice (or without notice in the case of nonpayment) in the  event the other Party materially breaches any provision  hereof.  

12.2 Survival. The following Sections shall survive  any termination or expiration of this Agreement: 7 (Representations and Warranties); 8 (Confidentiality;  Proprietary Rights); 10 (Indemnification); 11 (Disclaimer of  Consequential Damages; Limitation of Liability); 12.2 (Survival); and 13 (General Provisions). 

13. General Provisions.
    

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13.1 Independent Contractor. InHub is an  independent contractor and is not an agent or employee of,  and has no authority to bind, Client by contract or otherwise.  Further, it is not the intention of this Agreement or of the  Parties to confer a third-party beneficiary right of action upon  any third party or entity whatsoever, and nothing in this  Agreement will be construed so as to confer upon any third  party or entity other than the Parties hereto a right of action  under this Agreement or in any manner whatsoever. 

13.2 Assignment. Client may not assign, transfer  or delegate its rights or obligations under this Agreement  without the prior written consent of InHub. All the terms and  provisions of this Agreement will be binding upon and inure to  the benefit of the Parties, their successors, assigns and legal  representatives. 

13.3 Force Majeure. If either Party cannot  perform any of its obligations because of any act of God, court  order, war, or any other cause not within the Party’s  reasonable control and could not be avoided through the  exercise of reasonable care and diligence (a “Force Majeure  Event”), then the non-performing Party will: (a) immediately  notify the other Party; (b) take reasonable steps to resume  performance as soon as possible; and (c) not be considered in  breach during the duration of the Force Majeure Event.  

13.4 Governing Law; Venue. This Agreement will  be governed by and construed in accordance with the laws of  the State of Illinois, without regard to its conflict of law  provisions. the Parties waives any objections against and  agrees to submit to the personal jurisdiction of the state and  federal courts in Cook County, Illinois. The Parties waive any  objections or defenses it may have based upon an  inconvenient forum.  

13.5 Waivers. All waivers hereunder must be  made in writing by a duly authorized representative of the  Party against whom the waiver is to operate, and failure at any  time to require the other Party’s performance of any  obligation under this Agreement shall not affect the right  subsequently to require performance of that obligation. Any  waiver, in whole or in part, of any provision of this Agreement  will not be considered to be a waiver of any other provision.  

13.6 Severability. If any term of this Agreement is  found to be unenforceable or invalid for any reason, all other  terms will remain in full force and effect.  

13.7 Construction. All headings used in this  Agreement are for reference purposes only and are not part of  this Agreement. All personal pronouns used herein, whether  used in the feminine, masculine, or neuter gender, shall  include all other genders, and the singular shall include the  plural and vice versa. Unless otherwise expressly stated, the  words “herein,” “hereof,” and “hereunder” and other words of  similar import refer to this Agreement as a whole and not to  any particular Section, Subsection or other subpart. The words  

“include,” “includes,” “included,” “including,” “without  limitation,” or the phrase “e.g.” shall not be construed as terms  of limitation and shall, in all instances, be interpreted as  meaning “including, but not limited to.” 

13.8 Exhibits. All Exhibits that are referenced  herein and appended hereto on or after the date of this  Agreement, are hereby incorporated by reference.  

13.9 Entire Agreement. This Agreement, as to its  subject matter, exclusively and completely states the rights,  duties and obligations of the Parties and supersedes all prior  and contemporaneous representations, letters, proposals,  discussions and understandings by or between the Parties.  This Agreement may only be amended in a writing signed by  both Parties; provided that InHub may amend Exhibit A (Application; Fees) to increase the Application Fees payable  with respect to any upcoming Renewal Term upon prior notice  to Client in accordance with Section 6.1 (Fees for Application).  

13.10 Notices. All notices under this Agreement  will be in writing (via email) and will be deemed to have been  duly given when received, when receipt is electronically  confirmed, if transmitted by facsimile or email; the day after it  is sent. All notices under this Agreement to InHub shall be sent  to the following address: 

Email: [email protected] 

All notices to Client shall be sent to the address  specified on Exhibit A (Application; Fees). 

Either Party may change its address or designee for  notification purposes by giving notice to the other of the new  address or designee and the date upon which such change will  become effective. 

13.11 Legal Fees. If any dispute arises between the  Parties with respect to the matters covered by this Agreement  which leads to a proceeding to resolve such dispute, the  prevailing Party in such proceeding will be entitled to receive  its reasonable attorneys’ fees, expert witness fees and out-of 

pocket costs incurred in connection with such proceeding, in  addition to any other relief it may be awarded. 

13.12 Agreement Drafted By All Parties. This  Agreement is the result of arm’s length negotiations between  the Parties and shall be construed to have been drafted by all  Parties such that any ambiguities in this Agreement shall not  be construed against either Party.  

13.13 Counterparts. This Agreement may be  executed in one or more counterparts, each of which shall be  deemed an original, and will become effective and binding  upon the Parties as of the Effective Date at such time as all the  signatories hereto have signed a counterpart of this  Agreement.

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13.14 Electronic Signatures and Facsimiles  Binding. This Agreement and related documents may be  accepted in electronic form (e.g., by an electronic or digital  signature or other means of demonstrating assent) and  Client’s acceptance will be deemed binding between the  Parties. Client acknowledges and agrees it will not contest the  validity or enforceability of this Agreement and related  documents, including under any applicable statute of frauds,  because they were accepted and/or signed in electronic  form. Client further acknowledges and agrees that it will not  

contest the validity or enforceability of a signed facsimile copy  of this Agreement and related documents on the basis that it  lacks an original handwritten signature. Facsimile signatures  shall be considered valid signatures as of the date  hereof. Computer maintained records of a Party when  produced in hard copy form shall constitute business records  and shall have the same validity as any other generally  recognized business records. 

The Parties have caused this Agreement to be executed as of the Effective Date by their duly authorized representatives (“Client”) (“InHub”) 

By:  

Name:  Title:  Date:  

By:  

Name: Ariana Amplo Title: Principal  Date: 12.9.2021

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EXHIBIT A 

FEES 

This Exhibit A (Application; Fees) is a part of and incorporated into the Platform Application Subscription Agreement  (“Agreement”) between {NAME} (“Client”) and InHub LLC (“InHub”), dated {DATE}. The fundamental premise of the fee and  pricing structure under the Agreement is that the Application is subscribed to for the amounts set forth in this Exhibit A  (Application; Fees).  

1. Initial Term. The “Initial Term” shall commence on the Effective Date and continue in full force until {DATE}. 
2. Application Fees. Client agrees to pay {$x,000} per 1-year term for the Application. All fees with respect to a Term shall  be paid in advance on or prior to the commencement of such Term. 
3. Application Limits. None. There are no limitations as to Clients use of the InHub Application including but not limited to  the number of RFP admin users, RFP respondents invited, RFP questionnaire size, number of RFPs published, number of  templates, number of training tutorials requested. 
4. Client’s Notice Address. All notices to Client under the Agreement shall be sent to the following email address: {Customer email address}

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