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FiscalNote Risk Connector Terms and Conditions

June 2023 Version

The following terms and conditions (the "Terms and Conditions") apply to the legal agreement formed between FiscalNote Inc., with offices at 1201 Pennsylvania Avenue NW, 6th Fl., Washington D.C. 20004 ("Provider"), and the Customer executing a Customer Order Form that is accompanied by or references this document ("Customer"). Provider and Customer are each referred to herein as a "Party" and together as the "Parties".

1. DEFINITIONS. As used in this Agreement:

"Agreement" means the Customer Order Form between Provider and Customer that incorporates these Terms and Conditions and any attached exhibits referenced therein, and any associated Statement of Work entered into between Customer and Provider.

"Affiliate" means with respect to any Person, any other Person who or which, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such first Person. For purposes of this definition, the term “control” (including with correlative meanings, the terms “controlling” and “controlled”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the applicable Person, whether through the ownership of voting securities, by contract or otherwise.

"Applicable Laws" means all legislation, statutes, regulations, ordinances, rules, judgments, orders, decrees, rulings, and other requirements enacted, promulgated, or imposed by any governmental authority or judicial or regulatory body (including any self-regulatory body) at any level (e.g., municipal, county, provincial, state or national) that are applicable to or enforceable against a Party or its personnel in relation to their activities under or pursuant to this Agreement.

"Confidential Information" means all non-public written or oral information, disclosed by either Party to the other, related to the business or operations of either Party or a third-party that has been identified as confidential or that by the nature of the information or circumstances surrounding its disclosure ought reasonably to be understood as being confidential.

"Customer Data" means any data that is submitted by Customer to Provider pursuant to a Statement of Work.

"Customer Order Form" means an order form executed by Customer and Provider pursuant to which Customer has agreed to receive the Services and sets forth the Fees and the Term for such Services.

"Data Cloud" means a cloud-based data infrastructure that enables the availability, integration, portability, and security of data that is made available by Snowflake, Inc. or its Affiliate or such other Person as approved by Provider in its sole discretion.

"Fees" means the non-recurring and recurring fees payable by Customer to Provider for the Services, as set forth in the relevant Customer Order Form and Statement of Work, which shall be payable in accordance with the payment terms set forth therein. Unless and except as otherwise expressly stated in this Agreement, the Fees are non-cancellable and non-refundable.

"Including" (and its derivative forms, whether or not capitalized) means including without limitation.

"Intellectual Property Rights" means the legal rights held by the owner of a copyright, patent, trademark, or trade secret, including (i) the rights to copy, publicly perform, publicly display, distribute, adapt, translate, modify and create derivative works of copyrighted subject matter; (ii) the rights to exclude others from using, making, having made, selling, offering to sell, and importing patented subject matter and to practice patented methods, (iii) the rights to use and display any marks in association with businesses, products or services as an indication of ownership, origin, affiliation, or sponsorship; and (iv) the rights to apply for any of the foregoing rights, and all rights in those applications. Intellectual Property Rights also include any and all rights associated with particular information that are granted by law and that give the owner, independent of contract, exclusive authority to control use or disclosure of the information, including privacy rights and any rights in databases recognized by applicable law.

"Person" means any individual, partnership, corporation, limited liability company, joint venture, joint stock company, trust, firm, association, unincorporated organization, governmental authority or other entity of any kind, and shall include any successor (by merger or otherwise) of any such entity.

"Professional Services" means any professional services performed or contracted to be performed by Provider pursuant to a Statement of Work entered into by the Parties under this Agreement.

"Services" means, the generation and delivery of Supplier Lists and Supply Chain Data and any Professional Services performed or provided by Provider pursuant to this Agreement.

"Statement of Work" (or "SOW") means a statement of work that is entered into by the Parties under this Agreement and describes particular services to be provided by Provider to Customer. Upon execution and delivery of a SOW, it is deemed to form part of this Agreement.

"Supply Chain Data" means publicly-available information concerning current and potential risks for vendors listed in the Supplier List.

"Term" means the period during which Provider will provide Services to Customer as set forth in the Customer Order Form and Statement of Work, as applicable. 


2.1 Provision of Supplier List; Supply Chain Data. Promptly, and in any event within 7 days of the Parties entry into a Customer Order Form, Provider shall generate and upload to Customer’s Data Cloud a list of Customer’s current vendors (the "Supplier List") based on Provider’s search of publicly available data sources. Provider shall update the Supplier List based on Provider’s search of publicly available data sources on a periodic basis but in no event less than once during each calendar quarter during the Term or on a more frequent basis as required pursuant to an SOW. During the Term and promptly following the initial delivery of the Supplier List, Provider shall provide Supply Chain Data to Customer on a periodic basis. Without limiting the foregoing, Provider shall use its commercially reasonable efforts to deliver updated Supply Chain Data during each day of the Term. Provider shall deliver and provide Supplier Lists and Supply Chain Data to Customer by uploading such materials to Customer’s Data Cloud. Provider may, in its sole direction and without notice to Customer, delegate all or any portion of the Services to an Affiliate of Provider, including Forge.AI, Inc.

2.2 Access Protocols. On or as soon as reasonably practicable after the execution of a Customer Order Form, Customer shall provide to Provider the necessary access credentials and protocols to allow Provider to upload the Supplier List and Supply Chain Data to Customer’s Data Cloud. Provider is not responsible for any failures or delays in providing Supplier Lists or Supply Chain Data if such failure or delay is due to the unavailability or inaccessibility of Customer’s Data Cloud.

    2.3 Licenses. Subject to terms and conditions of this Agreement, Provider hereby grants to Customer a perpetual, royalty-free, non-exclusive and non-transferable license to use the Supplier List and Supply Chain Data for its internal business purposes. Customer hereby grants to Provider a limited, royalty-free, non-exclusive and non-transferable license to use Customer Data during the Term solely for the purpose of Providing Services to Customer. Each Party acknowledges that there are no licenses granted by implication under this Agreement. Provider reserves all rights that are not expressly granted herein.

      2.4 Restrictions. Customer shall only use the Supplier List and Supplier Chain Data for its internal business purposes and shall not disclose, release, distribute, or deliver the Supplier List or Customer Chain Data to any third party without Provider’s prior written consent. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Customer shall not at any time, directly or indirectly: (i) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Supplier List and Supplier Chain Data; or (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source of the Supplier List and Supplier Chain Data or methods used to compile the Supplier List and Supplier Chain Data, in whole or in part. Further, Customer will not access or use the Services to develop or support, or assist another Person in developing or supporting, any products or services competitive with the Services; or use the Services to operate the business of a third-party, or otherwise use the Services on a third-party’s behalf.


        3.1 Technical Support. At no additional charge and during Provider’s normal business hours (which are 9:00 a.m. to 6:00 p.m. Eastern Time, Monday through Friday, excluding Provider- designated holidays unless otherwise specified in the applicable Customer Order Form), Provider will provide reasonable technical support and assistance for Customer requests by telephone or sent via email to Provider may also offer upgraded support services for an additional fee.

        3.2 Scheduled Maintenance. Provider reserves the right to temporarily cease providing Services during the Term to conduct scheduled and emergency maintenance. Provider will use commercially reasonable efforts to perform scheduled maintenance outside regular business hours and will provide at least 24 hours’ advance notice for non-emergency maintenance. Provider will not be responsible for any damages or costs incurred by Customer due to unavailability of the Services during scheduled or emergency maintenance.

        If Provider has agreed to perform Professional Services for Customer or an Authorized Customer Entity under this Agreement, the Parties shall prepare and sign a Statement of Work describing the Professional Services to be performed and setting forth any other pertinent details. Customer’s obligation to pay the Fees set forth in a Customer Order Form is not dependent on Provider’s performance of any Professional Services pursuant to an SOW.


          5.1 Representations and Warranties. (a) Each Party represents to the other (i) that the execution and performance of its obligations under this Agreement will not conflict with or violate any provision of Applicable Law or any other agreement or order by which the representing Party is bound; and (ii) that this Agreement, when executed and delivered, will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms. (b) Provider warrants that any Professional Service performed by Provider under this Agreement will be performed in a good and workmanlike manner in accordance with prevailing industry standards. In the event of a breach of this warranty, Provider’s sole obligation and Customer’s sole remedy will be for Provider to correct or re- perform the affected Professional Service without undue delay to remedy the breach, at no charge to Customer.


            5.3 Indemnification of Customer by Provider.Provider agrees to defend, indemnify, and hold harmless Customer and its Affiliates from and against all third-party claims and actions (collectively, “Claims” and individually, a “Claim”), that may, at any time, arise out of or relate to (a) a breach or alleged breach by Provider of any of its representations given in Section 5.1(a); or (b) a Claim that the Services or the Supplier List or Supply Chain Data provided by Provider hereunder or Customer’s use of same in accordance with the terms hereof infringes any third-party’s Intellectual Property Rights.

            5.4 Indemnification of Provider by Customer. Except for any Claims in respect of which Provider is obligated to indemnify Customer under Section 5.3, Customer agrees to defend, indemnify and hold harmless Provider and its Affiliates from and against all Claims, that may, at any time, arise out of or relate to: (a) a breach or alleged breach by Customer of any of its representations given in Section 5.1(a); or (b) Claims that Provider’s use of Customer Data in accordance with the terms of this Agreement infringes or otherwise violates the rights of any third-party, including Intellectual Property Rights, privacy, publicity or other personal or proprietary rights.

              5.5. Indemnification Procedures. If any third-party makes a Claim covered by Section 5.3 or Section 5.4 against an indemnified Party (the “Covered Party”) with respect to which the Covered Party intends to seek indemnification under this Agreement, the Covered Party shall give prompt written notice of the Claim to the indemnifying Party, including a brief description of the amount and basis for the Claim, if known. Upon receiving such notice, the indemnifying Party shall be obligated to defend the Covered Party (and its indemnitees) against the Claim and shall be entitled to assume control of the defense and settlement of the Claim. The Covered Party may participate in the defense and settlement of the Claim at its own expense, using its own counsel, but without any right of control. The indemnifying Party shall keep the Covered Party reasonably apprised as to the status of the Claim. Neither the indemnifying Party nor any Covered Party shall be liable for any settlement of a Claim made without its consent. Notwithstanding the foregoing, the Covered Party shall retain responsibility for all aspects of the Claim that are not subject to indemnification by the indemnifying Party hereunder.

              5.6. Limitation of Liability. Except as expressly provided in this Section 5.6, neither Party shall have any liability under or in connection with this Agreement for any indirect, incidental, consequential, special, exemplary or punitive damages, nor any liability for lost profits, loss of data, loss of business opportunity, or business interruption, regardless of the theory of liability (including theories of contractual liability, tort liability, or strict liability), even if the liable Party knew or should have known that those kinds of damages were possible. Each Party’s maximum cumulative liability under or in connection with this Agreement shall never exceed the injured Party’s actual direct damages, capped at an amount equal to the lesser of (a) the total amount paid under this Agreement by Customer to Provider during the 12-month period preceding the occurrence of the event giving rise to liability, or (b) $150,000. The foregoing limitations of liability shall not be applicable to a Party’s indemnification obligations under this Section 5 or to any damages that the liable Party is not permitted to disclaim (or, as applicable, limit) under Applicable Law. Customer acknowledges that this Section 5.6 is an essential part of this Agreement, absent which the economic terms and other provisions of this Agreement would be substantially different.


                6.1 Duration of Agreement. This Agreement commences on the Term - Start Date set forth in the Customer Order Form and continues for the initial term stated therein, unless terminated earlier in accordance with this Agreement. The Fees for any renewal term will be determined by Provider pursuant to the procedures set forth in the “Price Increases” section of the Customer Order Form, provided, that if the applicable Customer Order Form does not specify a procedure under the “Price Increases” section of such Customer Order Form (including if the Customer Order Form does not have a “Price Increases” section) or if Provider fails to send a notice of a price increase to Customer in accordance with such procedures, then unless otherwise expressly agreed by Provider in writing in the Customer Order Form, the Fees for the renewal term will equal the greater of (i) 105% of the Fees set forth in the Customer Order Form and (ii) the Fees set forth in the Customer Order Form as adjusted for the cumulative increase (if any) in the seasonally adjusted U.S. consumer price index over the Term, as reasonably determined by Provider. Any initial discount terms shall only be applicable to the initial term and shall not be reflected in the calculation for the price increase for any renewal term.

                  6.2 Termination. Either Customer or Provider may terminate this Agreement for cause upon written notice to the other Party if the other Party has committed a material breach of this Agreement and the breach remains uncured 30 days after the breaching Party has received written notice of the breach from the non-breaching Party, or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

                    6.3 Effect of Termination on Fees; Licenses. If this Agreement is terminated by Customer pursuant to Section 6.2, any pre-paid fees for the unused portion of the terminated Term will be refunded to Customer. In all other cases, all fees paid or payable for the terminated Term are noncancellable and non-refundable, and any unpaid fees for the remainder of the terminated Term will become immediately due and payable. If this Agreement is terminated by Provider pursuant to Section 6.2, the license granted by Provider to Customer pursuant to Section 2.3 of these Terms and Conditions shall terminate.

                    6.4 Other Effects of Termination. Effective immediately upon expiration or termination of this Agreement, (i) all rights granted under this Agreement will become void, (ii) Customer shall cease all use of the Services, and (iii) neither Party will have continuing rights to use any Confidential Information of the other Party or to exercise any Intellectual Property Rights of the other Party that were licensed under this Agreement.

                        6.5 Survival. Any provision of the Agreement that contemplates or governs performance or observance subsequent to its termination or expiration will survive the expiration or termination of this Agreement (or the applicable Customer Order Form) for any reason.

                          7. PROPRIETARY RIGHTS.

                          7.1 Ownership of Intellectual Property. Except to the extent of any licenses expressly granted herein, the Services and any other products, services, and/or materials provided by or on behalf of Provider hereunder, and all Intellectual Property Rights in and to them, are and shall remain owned by Provider (and its licensors, as applicable). Except to the extent of any licenses expressly granted herein, the Customer Data and all Intellectual Property Rights in and to them shall remain owned by Customer (and its licensors, as applicable). Provider owns and retains all rights in and to all data in de- identified form pertaining to usage of the Services. Customer acknowledges that, as between the Parties, Provider owns all Intellectual Property Rights and proprietary interests that are embodied in, or practiced by, the Services, with the exception of Intellectual Property Rights in or to Customer Data.

                          7.2 Feedback. If Provider receives from Customer any suggestions, ideas, improvements, modifications, feedback, error identifications or other information related to the Services or any other Provider products, offerings or services (“Feedback”), Provider may use, disclose and exploit such Feedback without restriction and without paying any royalties or other compensation, including to improve the Services and to develop, market, offer, sell and provide other products and services.


                          8.1 All activities of the Parties under or in relation to this Agreement are subject to the confidentiality terms set forth in these terms and conditions. Each Party agrees (a) that it will not use, or disclose to any third-party, any Confidential Information disclosed to it by the other Party for any purpose except as expressly permitted in this Agreement, and (b) it shall protect such Confidential Information from disclosure to others, using the same degree of care used to protect its own confidential or proprietary information of like importance, but in any case, using no less than a reasonable degree of care. Notwithstanding the foregoing, each Party may disclose Confidential Information (i) to its employees, directors, affiliates, advisors, agents, independent contractors and consultants (together, “Representatives”) on a need-to-know basis, provided that the receiving Party has enforceable agreements or policies with each of such Representatives sufficient to enable compliance by the receiving Party with all the provisions of this Agreement and requiring such Representative, for the benefit of the disclosing Party, to maintain the confidence of the disclosing Party’s Confidential Information as provided in this Agreement, or (ii) in accordance with a judicial or other governmental order or request, provided the receiving Party shall, if permitted by law, give the disclosing Party reasonable opportunity to seek a protective order, or obtain written assurance from the applicable judicial or governmental entity that will afford the Confidential Information of the other Party the highest level of protection afforded under applicable law or regulation. The receiving Party shall be responsible for any failure by any of its Representatives to comply with any of the terms of this Agreement, and the receiving Party agrees, at its sole expense, to restrain its Representatives from the disclosure or use of the disclosing Party’s Confidential Information to the extent prohibited or unauthorized by this Agreement. Neither Party may use the name of the other in any published advertising or publicity materials without the prior written consent of the other Party.

                          8.2 Notwithstanding anything to the contrary in the foregoing Section (8.1), Provider may include Customer’s name on Provider’s customer list and may describe briefly, and in general terms, the nature of the services provided by Provider to Customer.

                            9.0 JURY WAIVER


                              10. GENERAL

                              10.1 Governing Law. The validity, construction, and interpretation of this Agreement and the rights and duties of the Parties to this Agreement shall be governed by the internal laws of the state of New York without regard to principles of conflicts of laws.

                              10.2 Force Majeure. Notwithstanding any other provision of this Agreement, no Party to the Agreement shall be deemed in default or breach of this Agreement or liable for any loss or damages or for any delay or failure in performance (except for the payment of money) due to any cause beyond the reasonable control of, and without fault or negligence by, such Party or its officers, directors, employees, agents or contractors.

                              10.3 Insurance. Provider shall have and maintain in force throughout the Term insurance coverage in types and amounts customarily maintained by reputable companies in the same or similar line of business as Provider.

                              10.4 Taxes. Posted prices do not include applicable taxes, which are the responsibility of Customer.

                              10.5 Notice. All notices required or permitted under this Agreement will be in writing and sent by certified mail, return receipt requested, or by reputable oversight courier, or by hand delivery. The notice address for Provider and Customer shall be their respective addresses specified in the applicable Customer Order Form. Any notice sent in the manner sent forth above shall be deemed sufficiently given for all purposes hereunder (i) in the case of certified mail, on the second business day after deposited in the U.S. mail and (ii) in the case of overnight courier or hand delivery, upon delivery. Either Party may change its notice address by giving written notice to the other Party by the means specified in this Section.

                              10.6 Construction; Headings. No provision of this Agreement shall be construed against or interpreted to the disadvantage of any Party by any court or arbitrator by reason of such Party having or being deemed to have structured or drafted such provision. The headings in this Agreement are for reference purposes only and shall not be deemed to have any substantive effect.

                              10.7 Assignment. Neither Party may assign or delegate rights or obligations under this Agreement or portion, or any related Customer Order Form(s), without the other Party’s written consent. However, either Party may assign the Agreement: (i) in the event of a merger in which the Party is not the surviving Party; (ii) in the event of a sale of all or substantially all of its assets; or (iii) to any Party with sufficient assets that controls, or is controlled by, or is in common control with such Party. This Agreement and related Customer Order Form(s) will be binding upon any permitted successors and assignees.

                              10.8 Severability. If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be contrary to law, then the Parties agree to replace it with an enforceable provision reflecting the intent of the original provision as nearly as possible in accordance with applicable law, and the remaining provisions of this Agreement will remain in full force and effect.

                              10.9 Waiver. The failure of either Party at any time to require performance by the other Party of any provision of this Agreement shall not affect in any way the full right to require the performance at any subsequent time. The waiver by either Party of a breach of any provision of this Agreement shall not be taken or held to be a waiver of the provision itself. Any course of performance shall not be deemed to amend or limit any provision of this Agreement.

                              10.10 Entire Agreement; Amendments. This Agreement (including Customer Order Form entered under it) constitutes the entire agreement between Provider and Customer with respect to the subject matter hereof. There are no restrictions, promises, warranties, covenants, or undertakings other than those expressly set forth herein and therein. This Agreement supersedes all prior negotiations, agreements, and undertakings between the Parties with respect to such matter. This Agreement may be amended only by an instrument in writing executed by the Parties’ duly authorized representatives. In the case of any conflict in terms and conditions among those in this document and those in an associated Customer Order Form, the terms in the Customer Order Form shall control, followed by those in this document and any attached exhibits, followed by those in an associated Scope of Work.

                                10.11 Counterparts; Signatures. This Agreement is hereby incorporated into the Customer Order Form(s) signed by Customer, which may be signed in counterparts with the same effect as if the signatures were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement. For purposes of this Agreement, an online, email, or facsimile copy of a Party’s signature made by reliable means shall be sufficient to bind such Party.