Service Agreement For Supply Chain Platform for Information And Process Management Service
This Service Agreement for Supply Chain Platform for Information and Process Management Service (“Service Agreement”), dated as of the Effective Date, is by and between Exostar LLC, a Delaware limited liability company (“Exostar”), and the undersigned (“Subscriber”) (each a “Party” and, collectively, the “Parties”).
The Parties intending to be legally bound agree as follows:
1. Definitions
a. Unless the context otherwise requires or as otherwise defined herein, capitalized terms used
herein shall have the meanings set forth below:
(1) “Effective Date” means the date set forth above the signature lines below.
(2) “Supply Chain Integration” means, for purposes of this Service Agreement, the electronic document exchange service offered by Exostar allowing buyers and suppliers to handle Customer transactions over the Internet, including but not limited to receiving, and responding to purchase orders.
(3) “Exostar ID” or “MPID” means for purposes of this Service Agreement, the unique identifier assigned to an organization as they register for an account. Each Exostar ID has a unique identifier, which is used for routing transactions between buyers and suppliers for those participating in the supply chain platform. These identifiers are 1:1 and unique to every org registered.
(4) “General Terms and Conditions” means the document containing the general terms and conditions for use of the Exostar Platform. The General Terms and Conditions are binding on the Subscriber as part of this Service Agreement and are incorporated herein by reference.
(5) “Service” or “Platform Service”, for purposes of this Service Agreement, means the order management services offered by Exostar allowing suppliers to handle Customer transactions on a cloud-based platform including accepting, responding, and planning orders.
b. Each of the following terms is defined in the Section opposite such term:
Term Section
CMMC Ready Suite…………………………………………………………Schedule A
Exostar Platform Subscription Fee…………………………………….Schedule A
Party………………………………………………………………………………..Preamble
PolicyPro………………………………………………………………………..Schedule A
Subscriber………………………………………………………………………..Preamble
c. Terms not otherwise defined herein shall have the meanings set forth in the General Terms and
Conditions.
2. Acceptance of the Agreement
Subscriber hereby agrees to be legally bound by this Service Agreement and General Terms and Conditions. Exostar reserves the right to update terms annually upon posting on myexostar.com at least thirty (30) days before the effective date.) IF SUBSCRIBER DOES NOT AGREE TO THE TERMS OF THIS SERVICE AGREEMENT, SUBSCRIBER MAY NOT ACCESS THE SERVICE.
3. Permitted Use
Subscriber may use the Services to: (1) interact with Customers, including two-way remote use of another party’s electronic and IT systems, (2) sell goods or services on the Exostar Platform, or (3) determine whether to sell goods or services. Subscriber may not transfer, lease, loan, resell for profit, distribute or otherwise grant any rights in the Service in any form to any third party, including commercial time-sharing, rental or service bureau use.
4. Fees
a. Subscriber agrees to pay Exostar for the Services in the manner set forth in this Service Agreement. In certain circumstances, Subscribers may arrange for the actual payment of fees due hereunder to be made on their behalf by third parties. Such payments are acceptable to Exostar provided such payments are actually made and such payments shall be considered payments made by the Subscriber. The making of such third-party payments will in no way entitle the third party to utilize the Service.
b. The fees for the use of the Services are set forth in Schedule A attached hereto.
c. Subscriber agrees to calculate and pay all taxes, duties or charges of any kind (including withholding or value added taxes) that may be imposed by any federal, state, local, national, provincial or other governmental entity for Subscriber’s use of the Services, excluding only those taxes based solely on Exostar’s property or net income. Subscriber agrees to hold Exostar harmless and indemnify Exostar from all claims and liabilities that arise from Subscriber’s failure to report or pay any such taxes, including duties, tariffs or charges.
d. Invoices for the service will be generated 60 days in advance of expiration. Payment is due by the subscription expiration date. Failure to timely remit payment may result in termination of service.
e. Subscriber agrees that Subscriber will not, for any reason, subtract or offset any amounts Exostar may owe Subscriber from any fees or charges that Subscriber owes Exostar.
5. Length of Agreement
The initial term of this Service Agreement is for a period of twelve (12) months commencing on the Effective Date. Unless sooner terminated, Subscriber’s subscription, and Subscriber’s membership, will automatically renew for succeeding twelve (12) month periods, each beginning at the end of the preceding twelve (12) month period unless either party notifies the other in writing at least thirty (30) days prior to the expiration of the then-current term of its intent not to renew.
6. Termination of Services
a. In addition to other termination rights in the General Terms and Conditions, either party may terminate the Service upon thirty (30) day prior written notice to the other Party.
b. If the Services are terminated for any reason: (1) Exostar has the right to immediately discontinue Subscriber’s access to the Services and to remove Subscriber’s Descriptive Information, if any, from the Exostar Platform, (2) Exostar has the right to immediately discontinue Subscriber’s access to the Exostar Platform if Subscriber have not subscribed to any other service on the Exostar Platform, (3) Subscriber agrees to promptly discontinue using the Services, and to discontinue using any Confidential Information that Exostar have given to Subscriber relating to the Services, (4) within ten (10) days of the date this Service Agreement is terminated, each Party agrees to certify to the other Party in writing that all copies, extracts or derivatives of the Confidential Information, in any form, have either been returned to the other Party or destroyed per such Party’s specific instructions, and (5) each Party agrees to promptly discontinue using the other Party’s intellectual property in connection with the Services.
7. Miscellaneous and Modifications
a. The General Terms and Conditions as amended from time to time are incorporated herein by reference.
b. Subscriber may elect to enroll and participate in other Services available as part of the Exostar Platform service offerings. Those services shall be governed by their respective Service Agreement and other related terms and conditions that will be accepted at the point of service.
c. The Exostar Master Service Level Agreement, Service Level Agreement, and Service Level Agreement Addenda applicable to the services purchased under this Agreement are incorporated herein by reference.
d. In addition to those provisions referred to under the title “Entire Agreement; Survival” in the General Terms and Conditions, the provisions contained in this Service Agreement relating to ownership, payment, indemnity, confidentiality, and use restrictions survive termination or expiration of this Service Agreement.
IN WITNESS WHEREOF, each party has duly executed this Service Agreement as of the Effective Date.
Effective Date:
Exostar LLC Subscriber:
By: By:
Name: Name:
Title: Title:
Schedule A
Exostar Platform Fees
The fee for twelve (12) months use of the Services is as follows (collectively, the “Annual Exostar Platform Subscription Fee”) (effective December 1, 2024):
Note: From time to time, Exostar may provide special promotional pricing that may supersede the prices above.
1 The PO Value Transaction Fee is calculated as a percentage of your total purchase order transaction volume across all buyer relationships.
2 Transaction service fees will be capped at $20,000 per MPID.
3 The Free PO Limit is the first $150,000 of eligible PO lines as described above will not be charged as long as the member is in the Community tier with 100 or fewer transactions. Once the value of the Purchase Order exceeds $150,000, the account becomes eligible for service fees on their entire spend, including the initial $150,000.
4 Includes Purchase Orders, Purchase Order Changes, Blanket Purchase Orders, Blanket PO Changes, Blanket Releases, Schedule Agreements, EDC Notifications, Advance Ship Notices, Goods Receipts, Invoices, Forecasts, Planning Schedules, Long Term Forecasts, Long Term Plan Schedules, Inventory Status, Pull Requests, VMI Inventory Status, Shipment to Hub, and Hub Receipts. Responses from your company to Purchase Orders, Schedules, RFQ, RFI, RFP or participation in reverse auction ARE NOT included in your transaction assessment.
5 CMMC Ready Suite includes products offered for purchase separately for the purpose of data collection and secure collaboration, including but not limited to Exostar Certification Assistant, Exostar PolicyPro, and Exostar Managed Microsoft 365. These services must be purchased separately and are not included with any Exostar Platform purchase unless otherwise explicitly indicated in a Sales Order.
6 The Multifactor Authentication (MFA) Voucher may be used for MFA fees, taxes, and/or shipping up to the amount specified. The voucher is valid for the period of the subscription term and cannot be extended or redeemed for cash.
7 Exostar PolicyPro means the cloud software which simplifies the process of building and maintaining compliant policies that meet National Institute of Standards and Technology (NIST) Special Publication (SP) 800-171 requirements and protect Controlled Unclassified Information (CUI) from compromise. Exostar PolicyPro provides a secure environment for organizations to create, document, and maintain their cybersecurity policies, even as regulatory standards evolve.
8 Customer Support Levels vary by Tier. Service Level Agreements may be found at https://www.myexostar.com/?ht_kb=supply-chain-platform-scp-supplier-membership.
a. Subscriber’s level of Annual Platform Subscription Fee will be calculated by Exostar from Subscriber’s historical (twelve-month) transaction volume and transaction service fee. In the first year of a billable service level (prior to a twelve-month history being established) Subscriber’s Annual SCP Subscription Fee will be calculated by Exostar at the time of invoice generation and extrapolated to a forecasted twelve-month transaction count and Transaction service fee. These variables will be used to determine the minimum Exostar Platform Subscription Tier. The first-year subscription will be billed in arrears, and will be payable at the conclusion of the Subscriber’s first twelve-month service period based on the first ten (10) months of usage. All future years must be paid in advance. The levels of
service are referred to in the table above.
b. Not less than sixty (60) days prior to the end of Subscriber’s initial twelve (12) month service period under this Service Agreement, Subscriber will be notified of the pricing for the subsequent twelve (12) month service period. Unless sooner terminated, this Service Agreement will automatically renew for succeeding twelve (12) month periods, each beginning at the end of the preceding twelve (12) month period, unless either party notifies the other at least thirty (30) days prior to the expiration of the then-current term of its intent not to renew.
c. For Subscriber’s first twelve-month service period, Subscriber’s Annual Platform Subscription Fee is due prior to the start of their next subscription term. Subscriber’s Exostar Platform Subscription Fee is due and payable in advance of the subscription term). Such fee may be paid online using a credit card, by wire, by ACH, or by mail using a company check. The Exostar Platform Subscription Fee shall be in effect for twelve (12) months from the Effective Date of this Service Agreement. Non-payment of Subscriber’s Exostar Platform Subscription Fee, or any amounts owed as a result of any adjustment of Subscriber’s Exostar Platform Subscription Fee, may result in the suspension of Subscriber’s access to the Exostar Platform including and may result in the imposition of a service fee (of an amount not to exceed $50) for reinstatement.
Revision 2024.12