Custom Smart Values Additional Terms of Service

Effective Starting: September, 15 2020

LINKSQUARES, INC.

1. GENERAL

These Custom Smart Values Additional Terms of Service (the “CSV TOS”) are incorporated in and part of the LinkSquares Software as a Service (SaaS) Terms of Service (TOS) and, together with the TOS, set forth the terms and conditions applicable to LinkSquares’ Custom Smart Values service to the extent that an Order Form agreement references the purchase of such service.  Capitalized terms and not otherwise defined here shall have the meanings given to them in the TOS.

2. LINKSQUARES’ CUSTOM SMART VALUE SERVICES

2.1  Services.  LinkSquares shall provide the Custom Smart Value services described in each Order Form (“Custom Services”).  The Custom Services are Services governed by the TOS, except as expressly set forth herein.  In the event of any conflict between the TOS and these CSV TOS, these CSV TOS shall prevail.

2.2 Development. Client acknowledges and agrees that the successful development and execution of the Custom Services require (i) Client’s selection of contract data points that satisfy such requirements as may be determined by LinkSquares from time to time and (ii) Client’s provision of a sufficient number of documents to train algorithm that will generate the Custom Services (collectively, “Client Input”).  Upon receipt of satisfactory Client Input, LinkSquares will develop the Custom Services and provide the Custom Services.

2.3 Client Input Period.  Any failure of the Client to provide satisfactory Client Input for any reason within 90 days of the date of the applicable Order Form (the “Client Input Period”) will void any and all warranties with respect to the Custom Services and, no refunds of the applicable fees will be made.

2.4 Client Credit.  If LinkSquares is unable to develop the Custom Services, provided Client has used its best efforts to provide satisfactory Client Input, LinkSquares will provide Client a credit equal to the fees paid for the Custom Services, which may be used for other LinkSquares products and features during the term of the Order Form for the Custom Services.

2.5 Service Levels.  Notwithstanding Section 2.1 of the TOS, the Service Levels set forth in the Service Level Agreement shall apply to the Custom Services only after the Client Input Period and successful development of the Custom Services.

2.6 LinkSquares Warranty.  Notwithstanding any provision of the TOS, this Section 2.6 contains the sole warranty with respect to the Custom Services. LinkSquares represents and warrants that upon the successful development of the Custom Services: (i) the Custom Services will contain the functions and perform substantially as described in the applicable Order Form; and (ii) LinkSquares shall comply with all applicable laws and regulations. LinkSquares’ only liability, and Client’s exclusive remedy, for any breach of the foregoing warranties is that, if reported to LinkSquares in writing, LinkSquares will, at its option, correct the defect.