VENDOR AGREEMENT

Welcome to Chptr's vendor management platform that connects qualified professional suppliers, contractors, and vendors with Chptr's organization clients, including sorority and fraternity organizations. Except as specifically described below, the Chptr Services are owned and/or operated under license by Chptr and are provided through various web pages and/or mobile apps (collectively, the "Site"). Your use of the Chptr Services is governed by this Vendor Agreement (this "Agreement"), whether or not You are a registered subscriber to the Chptr Services or the Site. The Chptr Services are offered to You conditioned on Your acceptance without modification of the terms, conditions, and notices contained herein.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SITE OR CHPTR SERVICES. THIS AGREEMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS OF LIABILITY, YOUR OBLIGATION NOT TO UPLOAD SENSITIVE DATA, A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW AND WHERE DISPUTES WILL BE RESOLVED, AS WELL AS A CLASS ACTION ARBITRATION WAIVER.

BY (1) CLICKING A BOX INDICATING ACCEPTANCE, OR (2) USING THE CHPTR SERVICES, YOU ARE SIGNIFYING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, DO NOT ACCEPT THIS AGREEMENT AND YOU MAY NOT USE THE CHPTR SERVICES.

1. DEFINITIONS

As used herein, or with any document associated with this Agreement:

"Audit" refers to Chptr's objective evaluation of Vendor's procedures and practices to assess Vendor's compliance with relevant regulatory standards or industry best practices.
"Authorized Users" refers to the personnel (including Workers with respect to Vendors) or agents of a Vendor who are authorized by the Vendor to access the Chptr Services or the Site under the rights granted to the Vendor pursuant to this Agreement.
"Chptr" refers to Chptr, LLC or its affiliates and subsidiaries.
"Chptr Network" refers to all Clients, Vendors and other users that subscribe to the Chptr Services.
"Chptr Services" refers to the services provided by Chptr, including the Site.
"Client" refers to organization or individual that seeks to engage or qualify one or more Vendors and is a member of the Chptr Network.
"Compliance Information" refers to information provided by Chptr to Vendor when implementing and providing the Chptr Services, including but not limited to information on regulations, interpretation of regulations, compliance, insurance and qualifications, certifications and licenses for personnel.
"Content" refers to information, data, text, software, graphics, messages, tags, courses, training materials, or other materials publicly posted, privately transmitted, or otherwise made available via the Chptr Services.
"General Access Data" refers to a Vendor's account information, name, description of services, the states, countries and jurisdictions in which Vendor operates and/or has offices, contact information of Vendor's listed main point of contact, and Vendor's logo, trademarks and service marks.
"Limited Access Data" refers to Vendor's data contained in the pre-qualification forms, specific insurance information, and any and all data gathered during an Audit.
"Personal Data" refers to any information Chptr processes that (i) identifies or relates to an individual who can be identified directly or indirectly from that data alone or in combination with other information in Chptr's possession or control, or (ii) applicable law otherwise defines as protected personal data or personal information.
"Sensitive Data" refers to, but is not limited to, Personal Data consisting of information about physical or mental health or condition, racial or ethnic origin, sex life, sexual orientation, trade union membership, genetic data, biometric data for the purpose of uniquely identifying a natural person, religious or philosophical beliefs, political opinions or criminal records (including commission or alleged commission of any offense) concerning an individual.
"Vendor" refers to the individual, company, business entity, or other person that provides or seeks to provide contractor services to one of more Clients and has agreed to become a member of the Chptr Network.
"Vendor Content" refers to all Content Vendor uploads or submits to Chptr in connection with Vendor's use of the Chptr Services. Vendor Content may include Limited Access Data and General Access Data.
"Worker" refers to an individual service provider to one or more Vendors.
"Worker Data" refers to all information pertaining to a Worker uploaded or submitted to Chptr. Worker Data forms part of the Vendor Content of the Vendor(s) employing the Worker.
"You" and "Your" refer to, and include, you (i) as an Authorized User of the Vendor using or accessing the Chptr Services, and (ii) as the Vendor entity you represent.

2. FEES AND CHARGES. CHPTR'S BILLING, REFUND AND RENEWAL POLICY, ATTACHED HERETO AS [ATTACHMENT 1 AND INCORPORATED HEREIN BY REFERENCE, SETS FORTH THE TERMS AND CONDITIONS GOVERNING THE BILLING, REFUNDS AND RENEWALS FOR THE CHPTR SERVICES.

3. CHPTR SERVICES. The Chptr Services are provided to You through the Site or otherwise. The Chptr Services are an online subscription service providing its Client and Vendor subscribers with access to a variety of services and opportunities. Chptr Services may provide a Vendor with:

a. Access to opportunities to provide goods or services to Chptr Clients which will be available exclusively to Vendors using the Chptr System;
b. Visibility to Chptr Clients that need goods or services of the type provided by You;
c. Promotion of vendor and its goods or services to Chptr Clients;
d. Access to participation in requests for quotes and proposals to Chptr Clients;
e. Payment and administrative platforms;
f. Historical transaction information and reporting;
g. Support services with Chptr Clients; and
h. Coordination of transitions from outgoing to ingoing executive teams of Chptr Clients (typically occurring on an annual basis).

Chptr provides prequalification checks as part of the Chptr Services based on the parameters provided by Clients. You acknowledge and agree that a portion of such prequalification checks may be carried out in an automated manner.

You acknowledge and agree that the Site, among other things, stores information pertaining to compliance, competency and worksite attendance of individual users. You further acknowledge that Clients may have certain rules for individual users regarding compliance, competency and worksite attendance for their worksites or events. You should ensure You are familiar with these rules. If the Site assesses a failure to comply with rules for any worksite or event registered with the Chptr Services, one of the possible ramifications may be that You are made an inactive user for one or more worksites or events (meaning You will be denied access until any contravention of a rule has been rectified) and this can be verified by Chptr through the Site. Vendor expressly agrees that as part of the Chptr Services, Chptr may carry out Audits, which are objective evaluations of Vendor's procedures and practices to assess Your compliance with relevant regulatory standards or industry best practice. You acknowledge and agree that any Audit performed by Chptr is for the purpose of gathering the required documentation for review by Clients and potential Clients.

The Chptr Services may be offered through a variety of subscription plans at varying price levels, including special promotional plans or subscriptions with limitations. Additional product specific terms and conditions may also apply to specific portions or features of the Chptr Services. All such additional terms and conditions that are applicable to the Chptr Services You have subscribed to are hereby incorporated by this reference into this Agreement. In the event of any conflicts between the product specific terms and this Agreement, the product specific terms shall prevail. Chptr reserves the right to change, modify, suspend or discontinue all or any portion of the Site or any of the Chptr Services, in its sole discretion, by providing 30 days' advance written notice. Chptr may also impose limits on certain features or restrict Your access to parts of or the entire Site or the Chptr Services in its sole discretion without notice or liability.

Chptr may change pricing for the Chptr Services at any time. You will be notified, in writing, at least 30 days before any increase in service fees beyond the then current pricing. This Agreement (including the changed pricing) will remain in effect unless You deliver written notice of termination to Chptr within 30 days following such notice.

4. THIRD PARTY SERVICES. Chptr may use and make available third party services to You through the Chptr Services ("Third Party Services"). Use of Third Party Services is governed by the terms provided by the Vendors of the Third Party Services. Chptr assumes no liability or responsibility whatsoever for Third Party Services You elect to use. You may not install or use any Third Party Services in a manner that creates any obligations for Chptr. Chptr may include convenience charges for the Third Party Services as part of Your subscription.

5. USE OF THE CHPTR SERVICES. You are granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Chptr Services for which You have a valid subscription which may only be exercised strictly in accordance with this Agreement and solely for Your legitimate internal business purposes. Only Authorized Users of subscribing Vendor may access and use the Chptr Services, and the subscribing Vendor shall be responsible for all actions taken under its account. You may not use login credentials to access the Chptr Services from outside the country for which Your credentials were issued. You are responsible for keeping Your login credentials confidential and shall promptly notify us about any unauthorized access to Your login credentials. Your login credentials may restrict Your access to certain materials otherwise available through the Chptr Services. Use of or access to the Chptr Services other than as specifically authorized herein, without the prior written permission of Chptr, is strictly prohibited and will cause the license granted herein to be terminated or suspended immediately. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. All rights not expressly granted herein are reserved by Chptr. The license granted herein may be revoked, in whole or in part, by Chptr at any time without notice and with or without cause.

Your license to access and use the Chptr Services is subject to the following restrictions and prohibitions on use: You may not (a) copy, print (except for Your own archival purposes in connection with Your authorized use of the Chptr Services), republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Chptr Services or any Content obtained through the Chptr Services; (b) use the Chptr Services or any Content obtained through the Chptr Services to develop, or as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (c) create compilations or derivative works of any Content available through the Chptr Services; (d) use any Content obtained through the Chptr Services in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of Chptr or any third parties (e) remove, change or obscure any copyright notice or other proprietary notice or terms of use contained in the Chptr Services; (f) make any portion of the Chptr Services available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future; (g) remove, decompile, disassemble or reverse engineer any Chptr Services or Chptr software or use any network monitoring or discovery software to determine the Chptr Services architecture; (h) use any data mining, robots, scraping or similar data gathering or extraction methods, or any automatic or manual process to harvest information from the Chptr Services; (I) use the Chptr Services for the purpose of gathering information for or transmitting (1) unsolicited commercial email; (2) email that makes use of headers, invalid or nonexistent domain names, or other means of deceptive addresses; and (3) unsolicited telephone calls or facsimile transmissions; (j) use the Chptr Services in a manner that violates any applicable law, rule or regulation including without limitation, those regulating email, facsimile transmissions or telephone solicitations; and (k) export or re-export the Chptr Services or any portion thereof, or any software available on or through the Chptr Services, in violation of export control laws or regulations of the United States or any other country.

When You use the Chptr Services, You agree not to:

upload, post, email, transmit or otherwise make available any Content that is false, misleading, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, discriminatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or otherwise objectionable
use the Chptr Services to harm anyone in any way
use the Chptr Services to impersonate any person or entity, or otherwise misrepresent Your affiliation with a person or entity
forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Chptr Services
remove any proprietary notices from any of the Chptr Services
cause, permit or authorize the modification, creation of derivative works, or translation of the Chptr Services without the prior written permission of Chptr
use the Chptr Services for fraudulent or unlawful purposes
attempt to decompile, reverse engineer, disassemble or access the Chptr Services in an unauthorized manner, or to defeat or overcome any encryption technology or security measures implemented by Chptr with respect to any of the Chptr Services and/or data transmitted, processed or stored by Chptr
upload, post, email, transmit or otherwise make available any Content that You do not have a right to make available (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements)
upload, post, email, transmit or otherwise make available any (i) Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (ii) unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; or (iii) material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment
interfere with or disrupt the Chptr Services, or servers or networks connected to or operated in connection with the Chptr Services, or disobey any requirements, procedures, policies or regulations of networks connected to or operated in connection with Chptr Services
use the Chptr Services to intentionally or unintentionally violate any applicable local, state, national or international law, rule or regulation
use the Chptr Services to "stalk" or otherwise harass another; and/or
use the Chptr Services to collect or store Personal Data about other users in connection with the prohibited conduct and activities set forth above.

6. CONTENT. Content may be provided through the Chptr Services or on the Site, by Chptr, Clients, Vendors (including by Vendors' Workers), and/or third party vendors. You understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the party from whom such Content originated. Chptr does not control the Client Content, Vendor Content, or third party vendor Content posted on the Site, or provided through the Chptr Services and, as such, does not guarantee the accuracy, integrity or quality of such Content. Information received via the Site should not be relied upon for personal, medical, legal or financial decisions and You should consult an appropriate professional for specific advice tailored to Your situation. Under no circumstances will Chptr be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred because of the use of any Content posted, emailed, transmitted or otherwise made available on the Site or through the Chptr Services.

Chptr and its designees reserve the right (but not the obligation), in their sole discretion, to pre screen, refuse to post or transmit, or remove any Content that is available on the Site or through the Chptr Services. Without limiting the foregoing, Chptr and its designees shall have the right to remove (at its sole discretion) any Content that violates this Agreement or is otherwise objectionable. You agree and acknowledge that You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

You acknowledge and agree that Chptr may access, retain, store and disclose Your account information and Content if required to do so by law or based on Chptr's good faith belief that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third parties; (d) respond to Your requests for customer service or (e) protect the rights, property or safety of Chptr, its users and the public. Chptr reserves the right to investigate complaints or reported violations of this Agreement and to take any action Chptr deems appropriate, including but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to Your profile, account information, email addresses, usage history, posted materials, IP addresses and traffic information.

You understand that the technical processing and transmission of the Site, including Your Content, may involve (a) transmissions over various networks and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

YOU EXPRESSLY AGREE NOT TO UPLOAD OR SUBMIT ANY SENSITIVE DATA CONCERNING AN INDIVIDUAL TO CHPTR AND/OR THE SITE IN CONNECTION WITH YOUR USE OF THE CHPTR SERVICES WITHOUT HAVING OBTAINED PRIOR WRITTEN CONSENT, WHICH MUST BE VALID UNDER ALL APPLICABLE LAWS, FROM THE RESPECTIVE INDIVIDUAL.

7. VENDOR CONTENT AND VENDOR LISTS. If You are a Vendor and have submitted Vendor Content (including any Worker Data submitted by Your Workers), You hereby grant to Chptr a non-exclusive, transferable, fully-paid up, worldwide, perpetual, irrevocable license and right (a) to use, modify, copy, reproduce, transmit, sub-license, index, model, aggregate, publish, display and distribute Your Vendor Content to provide the Chptr Services to You and all of Chptr's Client customers, (b) to use Your Vendor Content and statistical data in connection with the operation and administration of any award programs, rankings, and related marketing activities, including but not limited to selecting or identifying candidates or awardees, badging, and promoting and publicizing the awards or badges, and (c) to irrevocably anonymize and aggregate Your Vendor Content in order to perform research and development activities and statistical analysis, develop analytic models and to develop and provide other products and services relating to supply chain risk management.

If You are a Vendor and have submitted Vendor Content (including any Worker Data submitted by Your Workers), You acknowledge and agree that: (a) Your Vendor Content will be shared with other authorized Client users; (b) Clients can connect to Your account and You can review Your Vendor Content at any time by logging in to Your account; and (e) other Vendors do not have access to Your Limited Access Data unless You are a subcontractor of such Vendors.

You further acknowledge and agree that: (a) General Access Data will be used to assist Clients, Vendors, and potential Clients who are searching for potential bidders; (b) only Clients listed on the Chptr Client List, Vendors, and potential Chptr Clients will be able to view General Access Data; and (c) General Access Data is not public data, but is password protected and shared only with Chptr Clients and Vendors that are part of the Chptr Network and in certain circumstances, with potential Chptr Clients.

Chptr will use commercially reasonable efforts to accurately record, store and provide access to the Vendor Content submitted by You through Your account or on Your behalf that appears on the Site and through the Chptr Services. Upon logging in or by request, You will be provided with a completed copy of any Audit that Chptr has performed on You as it will appear to Chptr and Clients on the Site and through the Chptr Services. It shall be Your responsibility to review the Vendor Content contained in such completed Audits and to verify that the information contained in the Audit form is and remains complete and accurate. You further agree to promptly notify Chptr of any errors or omissions in the Vendor Content pertaining to You contained on the Site or available through the Chptr Services.

Chptr is not responsible for record retention with respect to Your records or any information You provide to Chptr in connection with Your use of the Chptr Services. Unless, prior to Chptr's disposal of any of Your information, You specifically request Chptr in writing to have any of Your documentation returned to You, Chptr has the right to dispose of such information without returning such information to You.

8. CHPTR PROPRIETARY RIGHTS. Chptr (and its licensors, where applicable) own all right, title and interest, including all related intellectual property rights, in and to the Chptr Services (and all underlying technology, software and analytics), and Content provided by Chptr (but excluding Client and Vendor Content), any models, methods, algorithms, discoveries, inventions, modifications, customizations, enhancements, extensions, derivatives, materials, ideas and other work product that is conceived of, originated or prepared in connection with the Chptr Services or related to the provision of the Chptr Services pursuant to this Agreement.

All trademarks, logos, and service marks displayed through the Chptr Services are registered and unregistered trademarks of Chptr, its affiliates, licensors or other third parties. All of these trademarks, logos and service marks are the property of their respective owners. You may not use such marks without the prior written permission of Chptr, or the owner of the marks. Chptr reserves all rights not expressly granted in and to the Chptr Services, and all Chptr Content. The Chptr Services and all of the Chptr Content, including but not limited to text, design, graphics,

interfaces and code, and the selection and arrangement thereof, is owned by Chptr and its licensors, and protected by U.S. and international copyright laws.

9. BETA OR TESTING FEATURES. From time to time, Chptr may make certain products or features ("Beta Services") available to You for testing purposes only. Beta Services are made available "AS IS" without warranty of any kind and without any performance obligations, and Chptr shall have no liability for any harm or damage arising out of or in connection with the Beta Services. You may choose to use such Beta Services at Your sole discretion. Chptr may immediately and without notice discontinue or remove Beta Services for any reason in its sole discretion and may never make them generally available.

10. YOUR REPRESENTATIONS AND WARRANTIES. You represent, warrant, and covenant that:

a. if You are a Vendor, (i) You are entering into this Agreement in Your professional capacity for trade, business, or professional purposes only, as a specialized service provider, and (ii) Your use of the Chptr Services and Chptr's processing of Vendor Content (including any Personal Data contained therein) in accordance with Agreement will not violate the rights of any third party or any applicable laws or regulations;
b. if You are a Worker, You are an Authorized User of Your Vendor, and the Content uploaded or submitted by You is uploaded or submitted upon Your Vendor's request and is considered the Content of Your Vendor;
c. You possess the legal right and ability to enter into this Agreement and to comply with its terms;
d. You will use the Chptr Services for lawful purposes only and in accordance with this Agreement and all applicable laws, regulations and policies;
e. the information that You provide is true and accurate and You have the right to provide such information;
f. if You are not the owner of the information that is being loaded on to the Site, You warrant that You have the full consent of the owner to agree to these terms on their behalf and that You have fully informed the owner of the information as to the content of these terms and their effect on the owner; and
g. You are, at minimum, the age of majority in Your jurisdiction of residence and You are an individual who is capable to form legally binding contracts under applicable law on behalf of the entity You represent.

11. SUBCONTRACTING. Should any goods or services provided by You to a Vendor or Client not be provided by You or Your own Workers, it must be performed or provided by subcontractors (each a "Subcontractor") that are pre-approved by Chptr and have agreed to be subject to all the provisions of this Agreement. You must provide Chptr and each applicable Vendor or Client with a complete list of Subcontractors who will be involved in any goods or services provided to such Vendor or Client.

12. MOST FAVORED NATIONS. You agree that during Your term of use of the Chptr System, any goods or services provided by You to a Client or Vendor hereunder shall be provided upon terms no less favorable to such Clients or Vendors than those provided to any other person or entity with which You do business, and should You determine to provide more favorable terms to any such party, You shall promptly inform Chptr of such more favorable terms, and upon request of Chptr offer such terms to each Vendor and Client hereunder.

13. NON-CIRCUMVENTION. In and for valuable consideration, You hereby agree that Chptr and use of the Chptr System may introduce (whether by written, oral, data, or other form of communication) You to one or more opportunities, including, without limitation, existing or potential opportunities to provide goods or services to Clients (each an "Opportunity" or "Opportunities"). Accordingly, You further agree that neither You nor Your employees, affiliates or assigns, shall enter into, or otherwise arrange any business relationship, contact any person regarding such Opportunity, either directly or indirectly, or accept any compensation or advantage in relation to such Opportunity except as directly through the Chptr System during Your term of use of the Chptr System, without the prior written approval of Chptr. Chptr is relying on Your assent to these terms. Without the assent to these terms, Chptr would not introduce any Opportunity or disclose any confidential information to Vendor through the Chptr System. In the event Vendor is approached with an Opportunity by a Client, Vendor agrees to use the Chptr System for such Opportunity.

14. CONFIDENTIALITY OBLIGATIONS. Chptr Confidential Information is defined as (a) any and all information to which Vendor or Client is given access or receives regarding any other Vendor or Client, and (b) any information, including, but not limited to, business and marketing plans, technology and technical information, product plans and designs, and business processes, disclosed by Chptr or revealed as a result of Chptr's provision of the Chptr Services. Chptr Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to Chptr or any Client or Vendor, (ii) was known by You prior to its disclosure by Chptr or any Client or Vendor, (iii) is received from a third party without breach of any obligation owed to Chptr or any Client or Vendor, or (iv) was independently developed by You without the use of or reference to Chptr Confidential Information.

You shall not use or disclose any Chptr Confidential Information for any purpose other than for Your legitimate internal business purposes as necessary to realize the benefits of the Chptr Services offered by Chptr to You. You will use the same degree of care that You use to protect Your own confidential information of a like kind (but not less than reasonable care). You will limit access to Chptr Confidential Information to those Authorized Users and personnel who need that access for purposes consistent with using the Chptr Services provided by Chptr to Vendor.

Vendor or Client Confidential Information is defined as Vendor's or Client's, as applicable, proprietary, non-public information, including, but not limited to, business and marketing plans, technology and technical information, product plans and designs, and business processes, disclosed by Vendor or Client, as applicable, to Chptr as a result of Chptr's provision of the Chptr Services. Vendor or Client Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to You or any Client or Vendor, (ii) was known by Chptr prior to its disclosure by You or any Vendor or Client, or (iii) is received from a third party without breach of any obligation owed to You or any Vendor or Client. Chptr may disclose Vendor or Client Confidential Information for Chptr's legitimate business purposes as necessary to provide the Chptr Services offered to You and Chptr Clients or Vendors. Chptr will limit access to Client and Vendor Confidential Information to those Chptr employees and personnel and Clients or Vendors, as applicable, who need access to Client or Vendor Confidential Information for purposes of Chptr's provision of the Chptr Services, as provided by Chptr to Vendors and Clients.

Notwithstanding the foregoing, Confidential Information (Chptr Confidential Information/Vendor or Client Confidential Information) which is required to be disclosed by the receiving party under legal process may be so disclosed, but only to the extent required, and provided that, the disclosing party is given prior notice as promptly as practicable and as allowed by law, and the

receiving party compelled to make the disclosure reasonably cooperates with the disclosing party in any efforts to protect the Confidential Information in the context of the proceeding.

15. INDEMNIFICATION FOR THIRD PARTY CLAIMS. You agree to defend, indemnify and hold harmless Chptr and Chptr's officers, directors, members, managers, employees, agents, successors and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers ("Losses") arising out of or resulting from any third party claim, suit, action or proceeding based on (a) Your use of the Chptr Services, including, but not limited to, any third party claim, suit, action or proceeding arising out of such third party accessing the Vendor Content provided by You or on Your behalf in connection with Your use of the Chptr Services, (b) Your use of or reliance upon any and all Content provided through the Chptr Services, (c) Chptr's sharing of Your Personal Data with its Vendors and Clients as described above, or (d) Your provision of goods or performance of services of any kind to Vendors or Clients. The indemnification obligation herein shall be contingent on Chptr promptly providing (a) written notice of any request for indemnification covered by this indemnification and (b) cooperation in connection with Your provision of the indemnification, defense or settlement of such claims hereunder. The foregoing indemnification obligations shall not apply to any portion of a claim that results from the gross negligence or willful misconduct, or other intentional act or omission of Chptr.

16. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CHPTR OR YOU BE LIABLE FOR ANY LOSS OF USE, LOST REVENUE OR PROFIT, OR LOSS OF DATA OR FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITH THE EXCEPTION OF YOUR LIABILITY FOR INDEMNIFICATION OBLIGATIONS, NEITHER CHPTR'S NOR YOUR AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL EXCEED THE AMOUNTS ACTUALLY PAID BY OR DUE FROM YOU TO CHPTR IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE CHPTR SERVICES, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE CHPTR SERVICES.

17. FORCE MAJEURE. Notwithstanding anything to the contrary herein, neither You nor Chptr shall be deemed to be in default of any provision of this Agreement, or be liable to each other or to any third party for any delay, error, failure in performance or interruption of performance due to any act of God, war, insurrection, acts of terrorism, riot, boycott, strikes, interruption of power service, interruption of Internet or communications service, labor or civil disturbance, acts of any other person not under its control or other similar causes.

18. NO WARRANTIES. YOU ACKNOWLEDGE AND AGREE THAT CHPTR MAKES NO WARRANTY, GUARANTEE, OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW CHPTR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, AND GUARANTEES OR REPRESENTATIONS IMPOSED BY LAW, INCLUDING THOSE RELATING TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, CORRECTNESS, COMPLETENESS OR CORRESPONDENCE WITH DESCRIPTION AND ANY WARRANTY, GUARANTEE, OR

REPRESENTATION ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ALL SERVICES PROVIDED BY CHPTR HEREUNDER ARE PERFORMED AND PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

You also acknowledge and agree that Your use of the Chptr Services does not guarantee Your hiring or acceptance by any Client of Chptr. You are solely responsible for Your interactions with other members of the Chptr Network. Chptr is not responsible for and hereby disclaims any responsibility or liability regarding interactions or disputes between or among You and any Chptr Clients or other Vendors. Furthermore, unless expressly provided otherwise in writing, Chptr is not a party and has no obligation to any party in connection with any service agreement, supply agreement or other contract of any kind between You and any Client.

19. DISCLAIMER REGARDING COMPLIANCE INFORMATION. Chptr may provide Compliance Information to You when implementing and providing the Chptr Services. Such Compliance Information is offered for informational purposes only and Chptr does not warrant the accuracy, legality or completeness of the Compliance Information in any way. Chptr has no duty to update You on any changes to the Compliance Information or any legal or regulatory changes. Compliance Information may vary by jurisdiction. You agree (a) to assume full responsibility for confirming the accuracy, legality and jurisdictional applicability of all Compliance Information before You use such Compliance Information; (b) that Chptr shall have no liability with respect to any Compliance Information; and (c) to use of or reliance upon any Compliance Information is at Your own risk.

20. COMPLIANCE WITH LAW. You shall at all times comply with all applicable laws, regulations, ordinances, rules, and orders from time to time in force.

21. NOTICES, PERMISSIONS, AND APPROVALS. All legal notices (e.g., claimed breach or termination of Agreement), permissions and approvals provided hereunder shall be sent by electronic mail to the email address provided by the other party for such purposes and shall be deemed given when sent. Notices to Chptr shall be sent to team@chptr.house. Notices to You shall be sent to the email address You provide to Chptr in Vendor's profile. If You fail to provide or maintain a valid email address, Chptr may provide notices hereunder by any means reasonably calculated to provide You with actual notice thereof.

22. MODIFICATIONS AND CHANGES. Chptr reserves the right, in its sole discretion, to change, modify, add, or delete portions of this Agreement at any time with 30 days' prior notice sent via email or displayed on the Site. If Chptr does this, Chptr will also post the changes to this Agreement on this page with 30 days' notice prior to the effective date of such changes and will indicate at the top of this page the date this Agreement was last revised. Your continued use of the Chptr Services after the effective date of any such changes constitutes Your acceptance of the updated Agreement.

23. GOVERNING LAW AND VENUE; ARBITRATION; CLASS ACTION WAIVER. This Agreement shall be deemed to be an agreement under the laws of the State of Alabama and for all purposes shall be governed by and construed in accordance with the laws of said state. You and Chptr agree that any suit, action or other legal proceeding under or in connection with this Agreement shall be brought in the courts of the State of Alabama, and You and Chptr waive any objection to such jurisdiction and to the laying of the venue of any suit, action or other legal proceedings in any of such courts. ORGANIZATION AND CHPTR EACH WAIVE THE

RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER WITH RESPECT TO THIS AGREEMENT. IN THE EVENT OF A DISPUTE BETWEEN YOU AND CHPTR ARISING UNDER OR RELATING TO THE CHPTR SERVICES, EXCEPT WHERE PROHIBITED BY LAW, YOU OR CHPTR MAY CHOOSE TO RESOLVE THE DISPUTE BY BINDING ARBITRATION, AS DESCRIBED BELOW, INSTEAD OF IN COURT. ANY CLAIM (EXCEPT FOR A CLAIM CHALLENGING THE VALIDITY OR ENFORCEABILITY OF THIS ARBITRATION AGREEMENT, INCLUDING THE CLASS ACTION WAIVER) MAY BE RESOLVED BY BINDING ARBITRATION IF EITHER SIDE REQUESTS IT. THIS MEANS IF EITHER YOU OR WE CHOOSE ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL. DISCOVERY AND APPEAL RIGHTS ARE LIMITED IN ARBITRATION. EXCEPT WHERE PROHIBITED BY LAW, ARBITRATION MUST BE ON AN INDIVIDUAL BASIS. THIS MEANS NEITHER YOU NOR WE MAY JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER USERS, OR LITIGATE IN COURT OR ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS.

24. Governing Laws and Rules for Arbitration. Either party hereunder may submit any dispute hereunder to binding arbitration. Arbitrations hereunder governed by the Federal Arbitration Act ("FAA"). Arbitration must proceed only with Judicial Arbitration and Mediation Services, Inc ("JAMS"). The rules for the arbitration will be those in this arbitration agreement and the procedures of JAMS, but the rules in this arbitration agreement will be followed if there is disagreement between the agreement and JAMS' procedures. If JAMS' procedures change after the claim is filed, the procedures in effect when the claim was filed will apply. Each party shall pay for its own costs to litigate or arbitrate this Agreement including, but not limited to, the costs of its attorney's fees, filing fees, proceedings, or travel. The parties shall share equally in the arbitrator's fees and expenses and the cost of third-party facilities used for arbitration hearings. Arbitration hearings will take place in Auburn, Alabama. A single arbitrator will be appointed. The arbitrator must: (i) follow all applicable substantive law, except when contradicted by the FAA; (ii) follow applicable statutes of limitations; (iii) honor valid claims of privilege; and (iv) issue a written decision including the reasons for the award. The arbitrator's decision will be final and binding except for any review allowed by the FAA. However, if more than $100,000 was genuinely in dispute, then either You or Chptr may choose to appeal to a new panel of three arbitrators. The appellate panel is completely free to accept or reject the entire original award or any part of it. The appeal must be filed with the arbitration organization not later than 30 days after the original award issues. The appealing party pays all appellate costs unless the appellate panel determines otherwise as part of its award. Any arbitration award may be enforced (such as through a judgment) in any court with jurisdiction. In addition to You and Chptr, the rights and duties described in these arbitration terms apply to Chptr's affiliates and Chptr's and Chptr's affiliates' officers, directors and employees; any third party co-defendant of a claim subject to this arbitration provision; and all joint account holders and Authorized Users of Vendor's account(s). This section shall survive: (a) closing of Your account; (b) voluntary payment of Your Account or any part of it; (c) any legal proceedings to collect money You owe; and (d) any bankruptcy by You.

25. MISCELLANEOUS TERMS. You and Chptr are independent contractors of each other. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between You and Chptr. You may not assign or delegate Your rights or obligations under this Agreement without the prior written consent of Chptr. Chptr may assign its rights under this Agreement including without limitation, in connection with the sale of Chptr, whether by merger, asset sale, stock sale or otherwise. Further, Chptr may perform any or all of its obligations through an affiliate or a third-party contractor. Any provisions of this Agreement which are intended by their nature to survive termination or expiration shall so survive termination of this Agreement, including without limitation, Your indemnification obligations,

limitations on liability, confidentiality obligations, and the governing law and venue provisions. The titles or captions used in this Agreement are for convenience only and will not be used to construe or interpret any provision hereof. This Agreement is the entire agreement between You and Chptr regarding Your use of the Chptr Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Any provision of this Agreement that is held to be wholly or partially invalid, illegal or unenforceable will be deleted from this Agreement to the extent that it is invalid, illegal, or unenforceable and the remaining provisions will continue in full force and effect. This Agreement will not be more strongly construed against either party, regardless of who is more responsible for its preparation.

ATTACHMENT 1

BILLING, REFUND AND RENEWAL POLICY

FEES AND CHARGES FOR CHPTR SERVICES; RENEWAL

WHEN YOU INITIALLY SUBSCRIBE TO THE CHPTR SERVICES, CHPTR MAY CHARGE AN ACTIVATION FEE AND A SUBSCRIPTION FEE.

UNLESS YOU HAVE TERMINATED YOUR SUBSCRIPTION, YOUR ACCOUNT MAY BE AUTOMATICALLY CHARGED IN EACH OF THE FOLLOWING CIRCUMSTANCES:

YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED AND YOUR ACCOUNT MAY BE AUTOMATICALLY CHARGED A SUBSCRIPTION FEE EVERY 12 MONTHS BASED ON THE DATE YOU ORIGINALLY SUBSCRIBED TO THE CHPTR SERVICE UNLESS YOU CONTACT CHPTR TO TERMINATE YOUR SUBSCRIPTION AT LEAST 30 DAYS PRIOR TO YOUR RENEWAL DATE.
YOUR ACCOUNT MAY BE AUTOMATICALLY CHARGED EVERY TIME
- YOU UPGRADE YOUR SUBSCRIPTION BY CONNECTING WITH A NEW CLIENT, ADDING A NEW CLIENT SITE, SELECTING A NEW TRADE WHICH RESULTS IN A CHANGE TO YOUR RISK CLASSIFICATION, OR ADDING A NEW PRODUCT OR SERVICE TO YOUR SUBSCRIPTION
- YOUR SUBSCRIPTION IS UPGRADED AS A RESULT OF A CLIENT ADDING YOU TO THEIR APPROVED VENDOR LIST
- YOUR SUBSCRIPTION IS UPGRADED AS A RESULT OF A CLIENT TO WHICH YOU ARE CONNECTED ADDING A NEW PRODUCT OR SERVICE TO ITS SUBSCRIPTION WHICH RESULTS IN A CHANGE TO YOUR RISK CLASSIFICATION
- A CLIENT TO WHICH YOU ARE NOT THEN CONNECTED INFORMS CHPTR THAT YOU ARE PART OF THAT CLIENT'S SUPPLY CHAIN
- YOUR SUBSCRIPTION IS UPGRADED TO A DIFFERENT TEIR OF VENDOR PREFERENCE IN THE CHPTR SYSTEM (E.G. APPROVED VENDOR, PREFERRED VENDOR, EXCLUSIVE VENDOR)
YOUR ACCOUNT WILL BE CHARGED IF PAYMENT IS MADE TO YOU BY A CLIENT FOR A GOOD OR SERVICE PURSUANT TO WHICH CHPTR IS SCHEDULED TO RECEIVE A REBATE, FEE OR COMMISSION. IN CERTAIN INSTANCES, CLIENTS MAY DELIVER PAYMENTS TO YOU THROUGH CHPTR IN WHICH EVENT, YOU HEREBY PROVIDE CHPTR WITH YOUR POWER OF ATTORNEY FOR THE LIMITED PURPOSES NECESSARY TO DEPOSIT SUCH PAYMENTS WITH CHPTR'S FINANCIAL INSTITUTIONS SUCH THAT CHPTR MAY RETAIN REBATES, FEES AND COMMISSIONS DUE TO CHPTR AND THEREAFTER REMIT THE REMAINDER OF SUCH CLIENT PAYMENT TO YOU.

PAYMENT

Unless otherwise approved by Chptr, You shall provide to Chptr valid, up-to-date and complete credit card or bank account information ("Payment Account") and any other relevant valid, up-to-date and

complete contact and billing details. Payments made with a credit card may be subject to a credit card processing fee, and similar fees may be charged in connection with other payment methods (ACH, bank wires, or debit cards) except where prohibited by law. By law, we cannot profit from this fee so the fee will be less than our costs associated with accepting credit card payments. YOU HEREBY AUTHORIZE CHPTR TO CHARGE YOUR PAYMENT ACCOUNT AUTOMATICALLY, OR INITIATE ELECTRONIC DEBIT OR CREDIT ENTRIES THROUGH THE ACH SYSTEM TO YOUR PAYMENT ACCOUNT, WHICHEVER IS APPLICABLE, FOR THE FEES SET FORTH ABOVE ON THE DATE SUCH FEES ARE INCURRED, AND YOU ACKNOWLEDGE AND AGREE THAT CHPTR MAY RETAIN YOUR PAYMENT ACCOUNT INFORMATION. IF YOUR PAYMENT ACCOUNT INFORMATION CHANGES, YOU MUST CONTACT CHPTR TO UPDATE YOUR PAYMENT ACCOUNT INFORMATION. Chptr may, in its sole discretion, issue invoices to You, in lieu of automatic billing, for the amounts due, and You shall pay each invoice within 30 days after the date of such invoice. If Chptr is unable to charge Your Payment Account or Chptr has not received payment within 30 days after the due date in the event an invoice is issued, without prejudice to Chptr's other rights and remedies, Chptr, may, (i) without liability to You, disable Your password, account and access to all or part of the Chptr Services and Chptr shall be under no obligation to provide any or all of the Chptr Services while the balance due remains unpaid; and (ii) charge interest on any such unpaid amounts at a rate of 1.5% per month or the maximum amount permitted under applicable law, whichever is lower, from the date such payment was due until the date paid. Additionally, You shall be responsible for all costs Chptr incurred in collecting any late payments, including, without limitation, attorneys' fees.

WITHHOLDING OF TAXES

Any applicable taxes relating to payments due to Chptr under the terms of this Agreement shall be borne by You and withheld by You on behalf of Chptr when Your subscription fee is paid to Chptr. It is Your obligation to provide Chptr a copy of the appropriate tax receipt to substantiate that tax payments have been properly settled on behalf of Chptr. Any failure on Your part to withhold or submit tax payments to the relevant tax authorities that leads to any subsequent penalty, surcharges or disallowance of a tax deduction claim shall be Your sole obligation, and You shall indemnify Chptr for any and all costs, expenses, and penalties it incurs due to such failure.

REFUND POLICY

Vendor is entitled to a refund of its subscription fees only if Vendor's Payment Account is accidentally double charged or charged in error. For example, Vendor will be entitled to receive a refund of one subscription fee if Vendor submits payment twice for the same membership, or if Vendor pays for membership with a Payment Account and also sends a check to Chptr for membership. Subscription fees are refundable if Vendor cancels its Subscription and notifies Chptr in writing of such cancellation within 7 days of initially subscribing to the Chptr Services. Activation fees are non-refundable.

Refunds will be paid using the same method that Vendor used to pay - For example, if Vendor used a credit card to pay, then any refund (as applicable) will be issued to that same credit card.