Master Services Agreement

Effective Date: 08/01/2021

This Master Software Services Agreement (“Agreement”) is entered into by and between ReactorNet Technologies, LLC (“ReactorNet”) and the entity executing an Order Form with ReactorNet on or after the Effective Date set forth above (“Client”). The purpose of this Agreement is to set forth the terms and conditions under which ReactorNet will provide internet-based software services and related professional services to Client.

Whereas, ReactorNet is a software services company offering products to electronically facilitate commercial procurement transactions between entities seeking to procure, and those seeking to sell, goods and services through its proprietary E-Pro software platform;  

Whereas, Client seeks to obtain certain rights to access and use, and to permit its authorized employees and contractors to access and use on Client’s behalf, certain features and functionality of the E-Pro software platform and related services provided by ReactorNet as more particularly described in this Agreement and in accordance with the terms and conditions of this Agreement; and

Whereas, ReactorNet seeks to provide Client the rights to access and use, and to permit its authorized employees and contractors to access and use, features and functionality of the E-Pro software as set forth in this agreement, and such other services to which both parties may agree in writing from time to time, in accordance with the terms and conditions of this Agreement.

Now, Therefore, in consideration of the mutual promises and covenants contained herein, the parties agree to the following terms and conditions, which set forth the rights, duties and obligations of the parties: 

1. Components of this Agreement; Definitions.

This Agreement is comprised of the following components:

  1. This document;
  2. The first Order Form executed by both Client and ReactorNet;
  3. The Service Level Agreement attached hereto as Exhibit A;
  4. The Mobile Use Addendum attached hereto as Exhibit B; and
  5. Each subsequently executed Order Form and Statement of Work entered into by the parties, if any, which shall be subject to the terms of this Agreement unless otherwise expressly stated therein.

For purposes of this Agreement the following terms shall have the following meanings:

“Affiliate” shall mean any entity or person directly or indirectly controlling, controlled by or under common control with an identified party to this Agreement, but specifically excluding any person or entity offering or intending to develop or offer a commercial software service with the same or similar functionality as the Licensed Platform unless ReactorNet has agreed in writing to grant Affiliate status to such person or entity. For the purpose of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity or person whether through the ownership of voting securities, by contract, or otherwise.  An entity or person shall only be an Affiliate for the period in which requisite control exists.

Authorized Users” shall mean Client’s or its Affiliate’s employees, contractors (other than a person or entity offering or intending to develop or offer a commercial software service with the same or similar functionality as the Licensed Platform or otherwise in competition with ReactorNet), and third-party consultants that are utilizing the Licensed Platform on behalf of Client or its Affiliate and to whom Client or its Affiliate has granted access rights to the Licensed Platform by means of unique and user-specific login credentials.

Client Data” shall mean information or materials furnished by Client, its Affiliates, or an Authorized User through the Licensed Platform, or generated through an Authorized User’s use of the Licensed Platform and Services.

Client Proprietary Information” shall mean the subset of Client Data consisting of pricing information, order volume, Trading Partner identification, and payment information relating to transactions entered into between Client and a Trading Partner generated through use of the Licensed Platform and Service.

Deliverable” shall mean a product of Professional Services to be provided by ReactorNet to Client pursuant to a Statement of Work.

Developed Software” shall mean custom software programs, scripts, object or source code, processes, workflows, features and functionality, interfaces, or other modifications to the Licensed Platform or for use in connection with the Licensed Software developed by ReactorNet for Client pursuant to a Statement of Work.

Documentation” shall mean the standard documentation for the Licensed Platform and the Services, as generally provided by ReactorNet to its other, similarly situated clients.

Intellectual Property Rights” shall mean worldwide statutory and common law rights associated with (a) patents and patent applications; (b) works of authorship, including copyrights, copyrightable works (including computer programs), copyright applications, copyright registrations, and “moral rights”; (c) the protection of trade and industrial secrets and confidential information; (d) Trademarks (as defined herein); (e) all other forms of intellectual property; and (f) divisions, continuations, renewals, and re-issuances of any of the foregoing, now existing or acquired in the future.

Licensed Platform” shall mean, collectively, (a) the ReactorNet E-Pro business software platform providing features and functionality set forth in an Order Form; (b) the Documentation; (c) any Updates; and (d) any Developed Software that constitutes software or an enhancement or customization to the Licensed Platform and any Deliverable unless a Statement of Work expressly provides that it shall not constitute part of the Licensed Platform.

Order Form” shall mean a written document executed by both parties to this Agreement whereby Client requests, and ReactorNet agrees to make available, specified features and functionality of the ReactorNet E-Pro business software platform on the business terms set forth therein.  The first Order Form between the parties is attached hereto as Exhibit A, and any additional features and functionality of the ReactorNet platform or other ReactorNet product offerings which Client may wish to use in the future (but excluding Professional Services) will be subject to the parties’ agreement by way of an additional Order Form.  All Order Forms between the parties will be deemed part of, and subject to the terms and conditions of, this Agreement. 

“Professional Services” shall mean custom Client-specific support, maintenance, training, implementation, or development services Client may choose for ReactorNet to provide.  Any and all Professional Services shall be set forth in a Statement of Work executed by both parties to this Agreement.

ReactorNet Proprietary Information” shall mean that information relating to ReactorNet’s business, operations, finances, pricing, product offerings, methodologies and relationships, including but not limited to: (1) features, functionality and design of the Licensed Platform or any component thereof; (2) the terms of this this Agreement or any component thereof, and of any agreement ReactorNet may have (or may be negotiating) with any third party including but not limited to a Trading Partner; (3) data relating to performance and operation of the Services; and (4) non-public information concerning the Licensed Platform, Services, and Professional Services.  The ReactorNet Proprietary Information shall not include: (a) information available to the general public or which becomes available to the general public other than a result of Client’s breach of an obligation under this Agreement; (b) information which is provided to Client by a third party provided that such third party is not under or in breach of an obligation of confidentiality or non-disclosure to ReactorNet regarding such information; or (c) information which is independently developed by Client without use of or reference to ReactorNet Proprietary Information.

Services” shall mean the service by which software products and services (including, without limitation, the Licensed Platform) hosted on servers controlled by ReactorNet are made available through the Internet for remote use by Client and its Authorized Users pursuant to this Agreement, including but not limited through any mobile application made available to Authorized Users by ReactorNet.  Use of the mobile application by Client or any Authorized User shall be subject to the Mobile Use Addendum attached hereto as Exhibit B.

“Statement of Work” means the written description of any Professional Services to be performed by ReactorNet subject to the terms and conditions of this Agreement.  Each Statement of Work shall set forth: (i) a description of the Professional Services to be delivered by ReactorNet; (ii) a description of the respective responsibilities of the parties; (iii) location of the Professional Services to be provided and milestone dates, if applicable; (iv) payment provisions; (v) any Deliverables to be provided; and (vi) any other terms to which the parties may mutually agree relating to Professional Services to be provided under the Statement of Work.  Upon execution of a Statement of Work by the parties, such Statement of Work shall be added to this Agreement as an Exhibit and shall be deemed incorporated herein. 

“Taxes” means all import and export duties, customs fees, levies, or imposts, and all sales, use, value added, or other fees, governmental charges, or taxes of any nature imposed by virtue of providing or receiving the products, goods or services made the subject of this Agreement, exclusive of any taxes, duties, assessments or levies based solely upon: (1) ReactorNet’s income; (2) ReactorNet’s ownership or use of real, personal or intangible property; or (3) ReactorNet’s status as an employer of its personnel.

Trading Partner” shall mean any person or entity with whom Client or its Affiliates enters into a commercial transaction processed through or facilitated by (including through subsequent invoice processing and management functions) the ReactorNet E-Pro software platform.  For any prospective Trading Partners to whom Client wishes for ReactorNet to grant access to the E-Pro software platform, Client may request authorization for such access to be granted to the prospective Trading Partner and the request will be granted or denied in ReactorNet’s sole discretion.  Client acknowledges that each authorized Trading Partner will be required to agree to the terms set by ReactorNet generally applicable to all new commercial vendors given access to the E-Pro software platform prior to authorization being given.

Updates” shall mean the object code forms of any modifications, error corrections, bug fixes, new releases, or other updates of or to the Licensed Platform and Documentation that may be provided or otherwise made available hereunder by ReactorNet to Client during the Term.

All Other Defined Terms.  Any other term defined in this Agreement or any portion thereof, including but not limited to any Exhibit or Statement of Work, shall have the meaning set forth where the term is defined.

2. Grant of Licenses; Restrictions.

    1. Grant of License to Access and Use the Licensed Platform. Subject to the terms and conditions of this Agreement and the timely payment of the Fees set forth in Exhibit A and any other Order Form, ReactorNet hereby grants to Client a non-exclusive, non-sublicensable, non-assignable and non-transferrable limited right and license during the Services Term for Authorized Users to access and use the Licensed Platform and Services in accordance with the Documentation and solely for Client’s and Client’s Affiliates’ own business purposes.
    2. Restrictions. Except as expressly provided in this Agreement, Client shall not, and shall not permit any Affiliate or Authorized User to, without the prior written consent of ReactorNet: (i) copy all or any portion of the Licensed Platform or the Services; (ii) decompile, disassemble or otherwise reverse engineer the Licensed Platform or the Service, or any portion thereof, or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in the Licensed Platform or Services or any portion thereof; (iii) modify, translate, or create any derivative works based upon the Licensed Platform or the Services; (iv) distribute, disclose, market, rent, lease, assign, sublicense, pledge, or otherwise transfer the Licensed Platform or the Services, in whole or in part, to any third party; (v) remove or alter any copyright, trademarks, or other proprietary notices, legends, symbols, or labels, other than intellectual property owned by Client and appearing on or in the Services and/or Licensed Platform; (vi) permit the Licensed Platform or the Services to be used for or in connection with any facility management, service bureau, or time-sharing purposes, services, or arrangements, or otherwise be used for processing data or other information on behalf of any third party other than a Client Affiliate or an authorized Trading Partner granted access to the E-Pro platform by ReactorNet; (vii) incorporate the Licensed Platform or the Services or any portion thereof into any other materials, products, or services; (viii) use the Licensed Platform or the Services for any criminal purpose or any purpose which would violate an obligation owed by Client or any Authorized User to a third party imposed by contract, applicable law, statute, ordinance, or governmental regulation; (ix) transmit to the Licensed Platform or to or through the Services material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs; (x) intentionally interfere with or disrupt the integrity or performance of the Services, the Licensed Platform or the data, including Client Data, contained therein; (xi) use the Licensed Platform or the Services to upload, process, store or distribute libelous, defamatory, or otherwise tortious materials, any materials which infringe on the Intellectual Property Rights of any third party, or any materials subject to privacy rights of any third-party established by law or governmental regulation for which Client has not previously obtained any required consent or authorization for Client’s use in connection with the Licensed Platform or Services; or (xii) attempt to gain or grant unauthorized access, or attempt to exceed an existing authorization to access, the Services or the Licensed Platform.
    3. Grant of License to Client Data and Marks. Client hereby grants to ReactorNet a limited, worldwide, royalty-free, non-exclusive right and license to process, modify, translate, publish through the Licensed Platform, display and use the Client Data, and the trademarks, servicemarks, or logos supplied by Client or its Affiliates (collectively “Client Marks”), for use in and for the purposes of providing Client the Licensed Platform, Services and other products and services contemplated by this Agreement.  In addition, Client hereby grants to ReactorNet an irrevocable, perpetual, worldwide, royalty-free, non-exclusive, assignable and transferrable right and license to use, process, modify, translate, publish, display, license, sublicense, make derivative works from, assign, or otherwise transfer the Client Data in the forms and for the purposes set forth in Section 2(d).
    4. Use of Aggregated or Anonymized Data. Client agrees and acknowledges that ReactorNet may collect, use, modify, disclose, and transfer quantitative and qualitative data derived from Client’s and its Authorized User’s use of the Services or Licensed Platform for ReactorNet’s own business purposes, including but not limited to industry analysis, benchmarking, analytics, and marketing. Such data collected, used, and disclosed pursuant to this Section 2(d) will be in aggregated or deidentified form and will not identify Client, its Authorized Users, its Trading Partners, or any third parties utilizing the Services or Licensed Platform.

3. Professional Services.

Any and all Professional Services shall be set forth in one or more Statements of Work executed by both parties to this Agreement.  Client shall provide reasonable cooperation in connection with ReactorNet’s performance of Professional Services, including but not limited to designating a point of contact for specific Professional Services and timely responding to requests for information necessary for the performance of the Professional Services.  The schedule for performance of any Professional Services shall be set forth in the applicable Statement of Work, and ReactorNet shall promptly notify Client in the event that events arise which lead ReactorNet to reasonably believe that there will be delays in meeting any milestones or other schedule points set forth in a Statement of Work.  Any Professional Services to be performed on-site at a Client facility, or which will require access to Client’s networks, shall be scheduled with Client in advance.  ReactorNet represents and warrants that the Professional Services shall be performed in a professional and workmanlike manner and shall meet the express requirements set forth in the applicable Statement of Work. Client’s sole remedy for any violation of the warranty stated in this section will be for ReactorNet to exercise reasonable efforts to re-perform the applicable Professional Services.  Unless expressly stated to the contrary in a Statement of Work, ReactorNet shall own all Intellectual Property Rights in and to the Deliverables, including but not limited to any Developed Software, and upon payment of all fees set forth in the applicable Statement of Work, Client shall be deemed to have been granted a non-exclusive, non-sublicensable, limited right and license during the Term for Authorized Users to access and use the Deliverables in accordance with the terms of this Agreement solely for Client’s and Client’s Affiliates’ own business purposes.

4. Term and Termination.

  1. Term of Agreement, Order Forms and Statements of Work.  The term of this Agreement (the “Term”) shall commence upon Client’s execution of the first Order Form and shall continue in full force and effect thereafter until terminated in accordance with the provisions of this Section 4.  The term of each Order Form will begin on the “Effective Date” specified in the Order Form, unless no “Effective Date” is specified in which case the Order Form will be effective on the date it becomes signed by both parties, and shall continue in force for the “Services Term” set forth therein (such period of effectiveness being an “Initial Order Term”).  Upon expiration of its Initial Order Term, each Order Form will automatically renew for subsequent one-year periods (each an “Order Renewal Term”) unless either party has delivered notice of its intent not to renew not less than ninety (90) days prior to the expiration of the then-current Initial Order Term or Renewal Order Term.  Each Statement of Work will become effective upon execution by both parties and shall continue in full force and effect until completion of the Professional Services set forth therein.
  2. Termination.
    1. For Material Breach.  In the event of a material breach of the terms of this Agreement which remains uncured for a period of thirty (30) days following delivery of written notice to the breaching party setting forth the nature of the material breach (but only if such breach is capable of cure), the non-breaching party may immediately terminate this Agreement upon notice to the other party.
    2. For Convenience.  In the event both parties mutually agree in writing, this Agreement, any Order Form, or any Statement of Work may be terminated without further notice to or from either party. Either party may terminate this Agreement upon notice to the other in the event there is no active Order Form or Statement of Work (i.e., all Order Forms and Statements of Work are expired or have previously terminated).
    3. Upon Occurrence of Particular Events.   This Agreement may be terminated immediately: (a) by a party if the other party becomes a debtor in bankruptcy proceedings (voluntary or involuntary), is declared insolvent, makes a general assignment for the benefit of its creditors, or becomes subject to the appointment of a receiver for all substantial part of its assets or operations; or (b) by ReactorNet upon Client’s or its’ Authorized User’s breach of the provisions of Section 2(b) or Section 7(b) of this Agreement.
    4. As Otherwise Provided. The foregoing Sections 4(b)(i)-(iii) shall not limit any other termination right expressly granted to a party under this Agreement.
  3. Effect of Termination; Survival.  Notwithstanding anything in this Agreement to the contrary, the expiration or termination of this Agreement shall automatically operate to terminate all Order Forms and Statements of Work.  Upon the termination or expiration of this Agreement: (1) Client shall promptly pay all outstanding Fees payable to ReactorNet in respect of the Services and Professional Services performed through the date of termination; (2) ReactorNet shall stop providing the Service and Professional Services and Client’s rights to access and use the Licensed Platform will terminate; and (3) Client shall return or destroy (and certify such destruction in writing) all ReactorNet Proprietary Information in its possession, custody and control.  Notwithstanding the foregoing, Client may retain: (i) a copy of the ReactorNet Proprietary Information to the extent it is required to do so by applicable law or regulation; (ii) a copy of this Agreement or any invoice for fees or taxes under this Agreement; and (iii) to the extent such ReactorNet Proprietary Information is contained in any archived “backup” format maintained for disaster recovery purposes pursuant to a written data retention policy which provides for routine destruction of such archived material at a later date.  Any ReactorNet Proprietary Information retained by Client following termination of this Agreement shall remain subject to Client’s obligations under Section 7(b) for so long as such information remains in Client’s possession, custody or control.  The provisions of Sections 1, 2(b), 2(d), 4, 6(a), 6(b), 7, 8, 10, 11, 12, and 13, together with any other term or provision of this Agreement necessary to permit a party to enforce a right or obligation accruing during the Term of this Agreement (including but not limited to Fees for services rendered prior to termination), shall survive termination or expiration of this Agreement for any reason.
  4. Transition Services and Client Data.  Upon termination of this Agreement or termination or expiration of an Order Form, Client may request that ReactorNet provide transition services to assist Client in facilitating its migration off the E-Pro platform (“Transition Services”). Any Transition Services shall be subject to a separate written agreement between the parties. Transition Services may include delivery of Client Data reflecting transactions entered into between Client or its Affiliates and a Trading Partner, and Client acknowledges that delivery of such Client Data may incur reasonable additional fees not to exceed those generally charged to ReactorNet’s other customers for the same or similar services of comparable scope.  If Client fails to request Transition Services within ninety (90) days of termination of this Agreement, or if the parties fail to reach an agreement for Transition Services within one hundred and twenty (120) day of termination of this Agreement, Client acknowledges and agrees that ReactorNet will be entitled to delete or destroy such Client Data in its sole discretion.

5. Fees and Payment

  1. Fees, Taxes and Invoicing.  The fees applicable to ReactorNet’s provision of the Licensed Platform, Services and Professional Services (collectively, “Fees”) shall be as set forth in each respective Order Form and Statement of Work.  Client shall be responsible for payment of any and all Taxes.  Unless otherwise provided in a specific Order Form or Statement of Work, all Fees and any Taxes which ReactorNet is required to collect shall be invoiced in advance and all undisputed amounts payable within thirty (30) days of the date of invoice delivery.  Any amounts not paid within thirty (30) days of the date of invoice shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less.  Client agrees to pay invoices via electronic funds transfer and will provide to ReactorNet the necessary information to authorize these transactions during the Term.
  2. Fee adjustments.  Upon thirty (30) days prior written notice to Client and not more than once in each twelve-month period during the Term, ReactorNet shall be entitled to increase the Fees prospectively (and in no event retroactively) due under any Order Form or Statement of Work.  The amount of any such increase shall not exceed the greater of: (i) five percent (5%), or (ii) the percentage change in the U.S. Consumer Price Index for All Urban Consumers (CPI-U) published by the U.S. Bureau of Labor Statistics over the preceding twelve (12) month period.

6.  Information Security, Service Availability and Continuity

  1. Privacy Requirements.  “Personal Information” means information that identifies, relates to, or describes an identifiable natural person, or, where applicable, the meaning set forth in the California Consumer Protection Act (“CCPA”). “DP Law” means the applicable data privacy legislation or governmental regulation of any jurisdiction in which Client or ReactorNet operate (including, but not limited to the CCPA), and any applicable implementing laws, regulations, and secondary legislation as amended or updated from time to time.  Client shall provide any notifications and/or obtain any necessary consents from subjects of Personal Information and any relevant regulatory authorities required by DP Law for any Personal Information processed through the Licensed Platform, and shall promptly notify ReactorNet of any subsequent revocation of required consent or requests to cease processing of Personal Information.  Client authorizes ReactorNet to disclose or transfer Personal Information to, or allow access to Personal Information by, third parties solely for purposes of providing the Services.
  2. Licensed Platform and Services Availability; Updates.  During the Term, ReactorNet shall make the Licensed Platform and Services available to Client during the Term in accordance with the service levels set forth in the Service Level Agreement attached as Exhibit A (the “SLA”).   ReactorNet may modify the Licensed Platform and any features and functionality of the Licensed Platform from time to time, in its sole discretion, through release and implementation of Updates.
  3. Information Security, Business Continuity and Disaster Recovery Policies.   ReactorNet shall maintain commercially reasonable written information security, disaster recovery, and business continuity policies with respect to the Licensed Platform and Service and shall provide summaries of such policies to Client upon request.
  4. Suspension of Services.  In the event of Client’s breach of this Agreement, including but not limited to breach of its obligations under Sections 2(b) or failure to timely pay amounts when due, or upon occurrence of any event presenting an unreasonable threat to the performance, security or stability of the ReactorNet E-Pro platform, ReactorNet may suspend the Services, Professional Services, and Client’s and/or any Authorized User’s access to the Licensed Platform, in its sole discretion and without liability, until either Client remedies its breach or the unreasonable threat has been reasonably mitigated.

7.  Confidentiality. 

  1. Client Proprietary Information.  Except as reasonably necessary to provide the Services to Client under this Agreement, ReactorNet will not disclose Client Proprietary Information within its possession, custody or control to any third party to this Agreement without: (i) Client’s written authorization, or (ii) prior written notice to Client, if such notice is permitted to be given by applicable law, in the event ReactorNet is compelled to disclose such information by subpoena or other legal process.  Notwithstanding the foregoing, Client acknowledges and agrees that ReactorNet will disclose and may make readily accessible to a Trading Partner certain Client Proprietary Information relating to a transaction or series of transactions between Client and such Trading Partner through normal operation of the Licensed Platform.
  2. ReactorNet Proprietary Information.  Client acknowledges and agrees that the ReactorNet Proprietary Information constitutes and contains valuable proprietary information and trade secrets of ReactorNet, and may embody substantial creative efforts and confidential information, ideas, and expressions.  Client therefore agrees: (a) not to use or permit use of the ReactorNet Proprietary Information for any purpose other than in connection with its rights and obligations under this Agreement nor to disclose the ReactorNet Proprietary Information except to those of its employees and Authorized Users with a legitimate business need to access such ReactorNet Proprietary Information; (b) to keep confidential and protect the ReactorNet Proprietary Information from unauthorized dissemination and use, taking reasonable steps and precautions (including without limitation informing Authorized Users of their obligations of confidentiality and restricted use of the ReactorNet Proprietary Information and requiring compliance therewith) to protect the ReactorNet Proprietary Information that are at least as protective as steps taken by Client to protect its own information that it regards as confidential and proprietary (but in no event less than commercially reasonable measures); (c)  not to disclose or otherwise provide to any third party, without the prior written consent of ReactorNet, any ReactorNet Proprietary Information or any part or parts thereof; (d) to undertake whatever action is reasonably necessary to prevent or remedy any breach of Client’s confidentiality obligations set forth herein or any other unauthorized use or disclosure of any ReactorNet Proprietary Information; and (e) not to remove or destroy any proprietary or confidential legends or markings placed upon or contained within the ReactorNet Proprietary Information.  For the avoidance of doubt, Client shall be responsible for breach of this Section 7(b) by any of its Authorized Users, employees, contractors, agents or representatives.
  3. Equitable Relief.  Each party, as a recipient of Client Proprietary Information or ReactorNet Proprietary Information as applicable, acknowledges and agrees that, due to the unique nature of such information, there will be no adequate remedy at law to compensate the other party for its breach of this Section 7, and that any such breach would allow third parties to compete unfairly the other party resulting in irreparable harm that would be difficult to measure and for which monetary damages would be inadequate to compensate for the breach.  Therefore, each party agrees that upon its breach or threatened breach of this Section 7, the aggrieved party shall be entitled to injunctive and other appropriate equitable relief without the necessity of posting bond, in addition to whatever remedies it may have at law, hereunder, or otherwise.

8. Indemnification

  1. By ReactorNet. ReactorNet shall indemnify and defend Client against any third-party claim asserting that the Licensed Platform, as and when made available to Client by ReactorNet and when used for the purpose and in the manner specifically authorized by this Agreement and the documentation applicable to the Licensed Platform, infringes upon any third-party’s U.S. patent, registered copyright, or trademark or other intellectual property rights.  ReactorNet’s obligation under the foregoing indemnity is contingent upon Client: (i) promptly giving notice to ReactorNet within ten (10) days after the date Client first receives notice of the applicable infringement claim (provided that later notice shall relieve ReactorNet of its liability and obligations only to the extent that ReactorNet is prejudiced by such later notice); (ii) allowing ReactorNet to have sole control of the defense or settlement of the claim provided that Client consent shall be required for any settlement which requires Client to pay amounts for which ReactorNet has not indemnified Client or Client to sign any admission of infringement or fault, such consent not to be unreasonably withheld; (iii) reasonably cooperating with ReactorNet during defense and settlement efforts; and (iv) not making any admission, concession, consent judgment, default judgment or settlement of the applicable infringement claim or any part thereof (unless otherwise agreed by ReactorNet in writing).  Client may monitor any such litigation or proceeding at its own expense using counsel of its choosing.  If any applicable infringement claim is initiated, or in ReactorNet’s sole opinion is likely to be initiated, then ReactorNet may, at its option and expense, (i) modify or replace all or the allegedly infringing part of the Licensed Platform or other services so that it is no longer allegedly infringing; or (ii) procure for Client the right to continue using the allegedly infringing part of the Licensed Platform; (iii) remove all or the allegedly infringing part of the Licensed Platform; or (iv) immediately terminate the Agreement.  Notwithstanding anything herein to the contrary, ReactorNet shall have no obligation to Client under this Section 8(a) with respect to any claim based upon: (i) Client’s use of the Licensed Platform or Services in combination with any hardware, software, technology, processes, data or methodology not provided by ReactorNet for Client’s use; (ii) alleged infringement of Customer Data or any Client Mark upon the Intellectual Property Rights of a third party; (iii) modifications to the Licensed Platform or Services made by any person or entity other than ReactorNet or its Affiliates; or (4) Client’s continued use of the Licensed Platform or Services after notice of the alleged or actual infringement from the claimant, ReactorNet, or any appropriate authority. This Section 8(a) states Client’s and its Affiliates’ sole and exclusive rights and remedies, and ReactorNet’s and its Affiliates’ entire obligations and liability, for infringement of any Intellectual Property Right.
  2. By Client.  Client will indemnify, defend and hold harmless ReactorNet, its Affiliates, and their respective successors, assigns, representatives, agents, officers, directors, employees, contractors and licensors from and against any claims, demands, damages, costs or expenses (including reasonable and necessary attorney’s fees), or losses alleged by a third party, arising from or relating to: (1) Client’s breach of this Agreement; (2) an Authorized User’s use of the Licensed Platform and Services or use of the Licensed Platform and Services using log-in credentials assigned to an Authorized User; (3) alleged infringement of any Client Data or Client Marks on the Intellectual Property Rights of a third party; (4) Client’s contractual agreement or business relationships with a third party (including but not limited to a Trading Partner, prospective Trading Partner, or other ReactorNet customer); and (4) Client’s negligence, willful misconduct, or violation of applicable law. 

9.  Warranties; Disclaimers

  1. Mutual Warranties. Each party represents and warrants that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against it in accordance with the terms of this Agreement; (b) no authorization or approval from any third party is required in connection with its execution, delivery, or performance of this Agreement; and (c) during the term it shall use commercially reasonable measures to prevent introduction or transmission of viruses, worms, trojans, malicious code, or other malware to or through the Licensed Platform and Services.
  2. ReactorNet Warranties. ReactorNet represents and warrants that during the Term, the Licensed Platform and Service shall materially conform to the functional specifications set forth in the Documentation.  Client’s exclusive remedy, and ReactorNet’s entire liability, for breach of the foregoing warranty shall be re-performance of the Services by ReactorNet. 
  3. Disclaimer. Except for the express representations and warranties stated in this Agreement (including any EXHIBIT HERETO), neither party: (a) makes any additional representation or warranty of any kind, whether express, implied in fact or by operation of law, or statutory, as to any matter whatsoever; (b) disclaims all implied warranties, including but not limited to merchantability, fitness for a particular purpose, and title; and (c) does not warrant that the Licensed Platform or Service are or will be error-free or meet Client’s requirements. Without limiting the foregoing, Client acknowledges that: (1) certain Client Data transmitted or stored through the Licensed Platform may be exported from and/or accessed through ReactorNet’s E-Pro platform by Trading Partners and prospective Trading Partners; (2) that the Licensed Platform and Services are not intended and should not be used for back-up or long-term storage of Client Data and that any such use shall be at Client’s sole risk; (3) many factors outside of ReactorNet’s reasonable control (including but not limited to the hardware, software, network, telecommunications services, and network traffic used by an Authorized User to access the Licensed Platform and Services) may impact performance of and ability of Client’s Authorized Users to use the Licensed Platform and Services, and that ReactorNet shall not be liable for any performance or access issues caused by such factors; and (4) Client’s obligations under this Agreement are not contingent upon the delivery of any future functionality or feature of the Licensed Platform or Services.

10. Limitation of Liability


11.   Compliance

Each party acknowledges that it and the other party may have unique compliance obligations relating to each party’s respective industry and business operations.  By entering into this Agreement, neither party is transferring to the other any liability for its failures to meet its compliance obligations arising under law, governmental regulation, industry licensure or certification requirements, or contract.  In the event Client and ReactorNet enter into a Business Associate Agreement relating to “protected health information” as such is defined in the Health Insurance Portability and Accessibility Act of 1996 (“HIPAA”) and regulations promulgated by the U.S. Department of Health and Human Services to implement the requirements of HIPAA, such Business Associate Agreement shall control to the extent of an otherwise irreconcilable conflict with the terms of this Agreement.

12. Miscellaneous.

  1. Non-assignment; Binding Agreement.  Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by either party, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party, which consent will not be unreasonably withheld.  Notwithstanding the foregoing, upon notice to the non-assigning party and without requiring consent: (i) ReactorNet may assign this Agreement to an Affiliate, and (ii) either party may assign this Agreement to an acquirer or the surviving entity in the event of a reorganization, merger, acquisition or sale of all or substantially all of the assignor’s assets, without the prior written consent of the non-assigning party, upon notice to the non-assigning party provided that the assignee is not a commercial competitor to the non-assigning party.  This Agreement will be binding upon and will inure solely to the benefit of the parties and their respective successors and permitted assigns.  Any assignment in violation of the foregoing will be null and void.
  2. Notices.  Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be (a) delivered in person, (b) sent by certified mail, return receipt requested, (c) sent by overnight air courier, or (c) sent by electronic mail with a copy sent U.S. First Class mail postage prepaid, in each case with delivery confirmation or read receipt, to the address set forth in the Order Form.  Notice will be deemed to be given on the date of delivery.  Either party may change its address for notice by sending a notice in accordance with this section.
  3. Waiver; Amendment.  A delay or failure by a party in its exercising its rights and remedies provided for in this Agreement is not and will not be a waiver of any right.  No waiver will be binding unless it has been consented to in writing by the party against whom such waiver is to be enforced. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.  The provisions of this Agreement, but excluding any terms set forth in an Order Form or Statement of Work, may be amended during the Term at any time by ReactorNet upon posting of amended terms available to Client through the Licensed Platform.  In the event Client does not agree to a posted amendment or modification, Client’s sole remedy shall be to elect to terminate this Agreement within thirty (30) days of the date such amendment or modification becomes effective.  The provisions of an Order Form or Statement of Work may only be amended or modified by a writing executed by duly authorized representatives of each party. 
  4. Force Majeure.  In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the party invoking this provision (including, without limitation, for causes due to war, fire, earthquake, epidemic, flood, hurricane, riots, acts of God, telecommunications outage not caused by the obligated Party, or other similar causes) (“Force Majeure Event”), the affected party’s performance will be excused and the time for performance will be extended for the period of delay or inability to perform due to such occurrence; provided that the affected party: (a) provides the other party with prompt notice of the nature and expected duration of the Force Majeure Event; (b) uses commercially reasonable efforts to address and mitigate the cause and effect of such Force Majeure Event; (c) provides periodic notice of relevant developments; and (d) provides prompt notice of the end of such Force Majeure Event.  Notwithstanding the foregoing, any delay in Client’s obligations to pay any monetary amounts when due are excused only to the extent a Force Majeure Event interrupts Client’s ability to transmit any payment to ReactorNet.
  5. Publicity. Client grants to ReactorNet the right to cite Client as a customer of ReactorNet or its Affiliates, and use Client’s name in promotional material, publications, case studies, press releases or other forms of publicity relating to this Agreement.
  6. Severability; Reformation.  If any term, condition, or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement.  If the parties fail to agree on such an amendment, such invalid term, condition or provision will be: (1) subject to judicial reformation so as to be enforceable to the maximum extent permitted by applicable law, or, if judicial reformation is not available; (2) severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.
  7. Integration.  This Agreement is the final, complete, and exclusive expression of the agreement between the parties regarding the subject matter hereof. This Agreement supersedes and replaces, and the parties disclaim any reliance on, all previous oral and written communications, representations, proposals, understandings, undertakings, and negotiations with respect to the subject matter hereof and apply to the exclusion of any other terms which are implied by trade, custom, practice, or course of dealing. 
  8. Counterparts.  An Order Form or Statement of Work may be executed in counterparts, each of which so executed will be deemed to be an original and such counterparts together will constitute one and the same agreement.  An Order Form or Statement of Work may be executed by electronic means such as by pdf, Docusign or any similar means.
  9. Relationship. The relationship between the parties is that of independent contractors, and nothing in this Agreement shall be deemed to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.  
  10. Dispute Resolution.  Without limiting either party’s right to seek immediate equitable relief under the provisions of Section 7(c) or as may otherwise be available to such party under applicable law, in the event of a dispute arising between the parties to this Agreement, the parties shall first attempt to resolve such dispute informally.  An aggrieved party shall notify the other party of the existence of the dispute and each party shall thereafter, within a reasonable period of time, designate representatives to meet and/or confer to attempt to resolve such dispute in good faith.  In the event the parties are unable to resolve such dispute in good faith within not less than thirty (30) days after the first meeting or conference of such designated representatives for such purpose, either may provide notice to the other terminating such discussions and/or proceed to formal legal action to enforce a right or obligation under this Agreement.    
  11. Choice of Law; Mandatory Venue; Attorney’s Fees.  The rights and obligations of the parties under this Agreement will be governed by the laws of the State of Texas without regard to its conflicts of laws provisions, and the parties expressly disclaim applicability of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement.  Any action arising out of or relating to this Agreement or the subject matter of this Agreement shall be brought exclusively in the state and federal courts serving Dallas County, Texas, and each party irrevocably agrees to submit to the jurisdiction of such courts and waives any defense to the exercise of such jurisdiction including but not limited to any rights under the doctrine of forum non conveniens.  In any court action to enforce this Agreement, the prevailing party, if any, will be entitled to its costs and reasonable attorney’s fees, in addition to any other relief to which that party may be entitled. A party shall be a “prevailing party” if it receives relief on the merits of its claim by an enforceable judgment or injunctive order.  In the event that both parties qualify as a “prevailing party” in any legal action, each shall bear its own legal fees and costs, notwithstanding anything herein to the contrary.
  12. Non-Solicitation. Client acknowledges and agrees that the employees and contractors of ReactorNet who perform Professional Services are a valuable asset to ReactorNet, that ReactorNet expended significant resources in recruiting and training such employees and contractors, and that such employees and contractors are and would be difficult for ReactorNet to replace.  Accordingly, Client agrees that, for the Term and for a period of twelve (12) months thereafter, it will not offer to retain any such employee or contractor with whom it had contact during the term, whether as an employee, independent contractor or otherwise.  Notwithstanding the foregoing nothing in this Agreement shall preclude Client from, nor precipitate liability to ReactorNet for: (1) engaging in general and non-targeted recruitment of prospective employees or contractors such as through advertising, job postings, requests for proposal, or participating in public job fairs; or (2) hiring, offering, attempting to employ, or entering into an agreement with any person employed with or providing services to ReactorNet during the Term or the twelve (12) months thereafter if such person or company seeks unsolicited employment or business opportunities in response to the general recruitment activities permitted under this section. 
  13. Export Restrictions.  Client shall not permit any Authorized User or third party to access or use the Licensed Platform or Services, or export any software provided by ReactorNet or otherwise remove it from the United States to, a country subject to sanction by the United States Office of Foreign Assets Control.
  14. Captions. The captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.




1.1 Definitions:

1.1.1 Defined terms used in this Service Level Agreement (“SLA”) shall have the meaning set forth in the Master Software Services Agreement to which it is attached as Exhibit A unless otherwise defined herein.

1.1.2 “Bug Fix” means a patch, fix, workaround, procedure, or routine that fixes an Error.

1.1.3 “Error” means an error or a bug that results in or from any of the Software not (i) properly operating or conforming to its specifications or documentation, or (ii) running, interfacing and/or operating with the Supported Platforms.

1.1.4 “Supported Platform” means the databases, operating systems and other software and hardware required to provide the Licensed Platform and Services under the Agreement.

1.1.5 “Upgrade” means a new release, version, or revision of software to add new and different functions or to increase the capacity of the Licensed Platform or Services.

1.2 Support Availability.

ReactorNet Support will be available to Client’s information technology department or help desk associates Monday through Friday between the hours of 8 AM CT and 5 PM CT.  ReactorNet will use technology that supports the tracking, progress, and resolution of all submitted cases.  When Client contacts ReactorNet for support, ReactorNet will provide Client with a case number and this case number will be referenced for the life of the support case.

1.3 Client Case Information.

Client will provide ReactorNet with the following information when contacting ReactorNet for support: (i) Client name; (ii) caller’s name and position with Client; (iii) contact information; (iv) the ReactorNet product or module name; (v) symptom description; (vii) case number for previously reported issues; and (vii) any other applicable information which may assist in resolving the issue.

1.4 Data and Communications Restoration.

In the event that failure of any component of the Licensed Platform requires the restoration of data in whole or in part, ReactorNet will make commercially reasonable efforts to restore of any required data within twenty-four (24) hours.  In the event of a loss of data, data will be restored from the most recent available backup.  In the event of loss of communications, the parties will use their best efforts, working with the communications provider, to restore communications as promptly as possible. Restoration of communications is subject to the responsiveness of and timely performance of corrective measures by the communications provider.  ReactorNet shall make commercially reasonable efforts to restore any part of the communications link that is under ReactorNet’s direct control within twenty-four (24) hours.

1.5 Priority Level Classification.

A priority level will be assigned by ReactorNet to each case submitted to ReactorNet Support. Each priority level defines the significance of the issue, and aids in determining the operational and product impact of the issue. The following priority level guidelines will be used by ReactorNet to ensure proper urgency, escalation and shift transition practices are associated with each case:

Priority 1: Critical

Catastrophic impact to mission-critical functionality resulting in extremely serious interruptions to the production system. If requested, Client will be notified every 2 hours of progress until issue is resolved. It has affected, or could affect, the entire user community. Tasks that should be executed immediately cannot be executed because of a complete crash of the system or interruptions in main functions of the production system. Data integrity is compromised and the service request requires immediate processing as the issue can result in financial losses.  Examples of Priority 1 issues include:

  • Total loss or continuous instability of mission critical functionality
  • System is down resulting in users experiencing a total loss of service
  • Inability to use a feature or functionality that is currently relied upon for mission critical functionality

ReactorNet Responsibilities for Priority 1 issues:

  • Resources dedicated 7×24 until resolution or workaround in place
  • Catastrophic impact to mission-critical functionality resulting in extremely serious interruptions to the production system. If requested, Client will be notified every 2 hours of progress until issue is resolved.
  • Developer resources will be assigned immediately to fix the issue as soon as the issue is reproduced in our test lab

Client Responsibilities for Priority 1 issues:

  • Phone call to ReactorNet support to ensure that they are aware that this issue is Critical
  • Provide all relevant information relating to the Client case information set forth above (Section 1.3)
  • Designate resources to be available 7×24 to work with ReactorNet on resolution and provide reasonable cooperation to ReactorNet in connection with reaching a resolution, including if necessary providing ReactorNet access to view the Error using remote connectivity software or other cooperation necessary in connection with ReactorNet’s efforts to reproduce or replicate the issue.

Priority 2: High

Significant impact to mission critical functionality resulting in serious interruptions to normal operations or will negatively impact an enterprise-wide production system rollout. In a production system, important tasks cannot be performed, but the error does not impair essential operations, processing can still continue in a restricted manner, and data integrity may be at risk. Examples of Priority 2 issues include:

  • Issues that are impairing, but not a total loss of, mission-critical functionality
  • Intermittent issues that affect mission-critical functionality
  • Inability to deploy a feature that is not currently relied upon for mission-critical functionality

Client will receive a response within 1 day, and ReactorNet will diligently follow up thereafter to promptly provide a Bug Fix or other measures to effectively downgrade the issue to a lower priority.

Priority 3: Medium

Minimal impact to Client operations. It does not prevent operation of a system, or there could be minor degradation in performance. The error is attributed to malfunctioning or incorrect behavior of the software. Examples of Priority 3 issues include:

  • Issues on the system that are not causing impact to mission-critical functionality
  • Non-repeated issues that have impacted mission-critical functionality but have since recovered
  • Time sensitive questions or information requests

Client will receive a response within 3 days, and any Errors may be addressed by an Update or Upgrade release.

Priority 4: Low

The problem results in no interruptions to normal operations (no operational impact). The issue consists of “how to” questions, installation and configuration inquiries, enhancement requests, or documentation questions.

Client will receive a response within 7 days.


2.1  Hosting Location and Monitoring

During the term of this Agreement, ReactorNet will physically maintain its software environment hosting the Licensed Platform within a Tier III+ Data Center.  The Tier III+ data center cloud host environment operation includes security, redundancies, and failovers at multiple levels.

Production servers as well as the production applications installed on them are monitored via a remote network automated server testing application.  The monitoring application tests critical URLs for response content.  The monitor requests content from different areas of the production system to validate that all areas are functioning normally.  The test scenarios run every 30 minutes.  ReactorNet 24/7 support technicians will be immediately notified of any test failure response and take immediate action to rectify such failures.

2.2  Services Availability

Uptime Commitment.  ReactorNet warrants that the Software will be available in a fully functional state as defined in this section with 99.9% Uptime on the basis of twenty-four (24) hours per day, seven (7) days per week availability (the “Service Hours”), except for Planned Downtime.  The foregoing warranty is the “Uptime Commitment”).

    1. “Uptime” means the amount of time during the Service Hours that the Licensed Platform is fully functional and available to Client through a properly functioning web portal. 
    2. “Planned Downtime” means time scheduled by ReactorNet for the purpose of performing periodic full system backups, software Upgrades, or other services that may require ReactorNet products or the Licensed Platform and Services to not be fully functional. The work performed by ReactorNet during Planned Downtime is essential for the smooth and regular operation of the Licensed Platfrom. ReactorNet will plan the necessary work to minimize the duration of Planned Downtime.  ReactorNet will always endeavor to schedule Planned Downtime at times likely to have the least impact on the conduct of Client’s business. Planned Downtime shall not count towards the Uptime calculation of 99.9%. ReactorNet shall issue an email technical alert to Client’s designated contact and any designated Client Corporate Contact in the event of any unplanned service downtime.
    3. “Downtime” means that period of time when the Licensed Platform or Services fail because of:
      1. ReactorNet application failure;
      2. ReactorNet data center facility host hardware failure;
      3. Electric utility failure at ReactorNet’s data center facility where the application is hosted; or
      4. Network failure up to, but not including, the interconnection point of ReactorNet’s data center network to the public switched telephone network.
        1. “Downtime” does not include the period of time when the Licensed Platform and Services are not available as a result of Planned Downtime.
    4. The Licensed Platform is considered to be fully functional when no Priority 1 or Priority 2 issues exist and the Licensed Platform functionality is able to be accessed through a properly functioning web portal. If any access to the Licensed Platform cannot be achieved due to any failure of Client’s local area network, telecommunications service, hardware or software, the Licensed Platform will nevertheless be considered to be in a normal functional state.
    5. Remedies. In the event of ReactorNet’s failure to meet the Uptime Commitment, the following shall be Client’s sole remedies with respect thereto:
      1. In the event Downtime in any calendar month exceeds four (4) hours in such month, Client shall, upon its request, be given a credit upon its request based on the amount of Downtime to be applied to Client’s next invoice, calculated as follows: Credit = (Monthly fee for month) x (total hours of Downtime in month) / (total hours in month).  Total hours in Downtime shall be rounded to the nearest full hour. In the event Customer fails to request the credit within sixty (60) days of becoming eligible, Customer shall be deemed to have waived its right to such credit.
      2. In the event ReactorNet fails to meet the Uptime Commitment in three (3) months in any consecutive twelve (12) month period, Client may terminate the Agreement upon notice to ReactorNet provided that such notice must be given not less than sixty (60) days following the date upon which the conditions entitling Client to exercise such termination right were met.



This Mobile Use Addendum sets forth additional terms and conditions applicable to Client’s and each Authorized User’s use of a ReactorNet-provided mobile application (“Mobile App”) to access and use the Licensed Platform and Services from a supported mobile device.   

  1. The Mobile App provides only limited access to the features and functionality of the Licensed Platform and Services, and is not intended to replace or replicate access and use of the Licensed Platform and Services through a compatible web-browser.
  2. Each Authorized User downloading the Mobile App to his or her mobile device shall be required to accept the mobile application terms of use prior to use of the Mobile App, and will be required to enter his or her log-in credentials used to access the Licensed Platform and Service. Any access and use of the Licensed Platform and Services through the Mobile App shall be subject to all obligations, limitations and restrictions on or in connection with Client’s use of the Licensed Platform and Services under the Agreement.
  3. Client shall be solely responsible for the security and use of log-in credentials assigned to an Authorized User in connection with usage of the Mobile App, and any use of the Mobile App utilizing an Authorized User’s log-in credentials shall be deemed to be use of the Licensed Platform and Services by Client under the Agreement.
  4. Client and/or its Authorized Users shall be responsible for all costs necessary for use of the Mobile App as intended, including but not limited to costs to procure a supported mobile device, costs of mobile telecommunications services needed to use the Mobile App as intended, and any data or roaming charges incurred in using the Mobile App.
  6. Use of the Mobile App shall not be subject to the Service Level Agreement between Client and ReactorNet (Exhibit A to this Agreement). Client agrees and acknowledges that it or any Authorized User’s sole remedy for any unavailability or inability to use any particular features or functionality of the Licensed Platform and Services through the Mobile App shall be to cease using the Mobile App.