Terms and Conditions

The VendorPlan platform located at app.vendorplan.ai (the “Site”) and the jobsite delivery coordination and organization services performed, in part, by the certain AI Components (defined below) made available through the Site (such services, collectively, including the AI Components, with the Site, the “Services”) are provided by VendorPlan, Inc., a Delaware Corporation, and its affiliates (collectively, “VendorPlan”, “us”, and “we”). Please note that the Services rely on use of artificial intelligence services and other large language models (collectively, “AI Components”). Certain features of the Services may be subject to additional guidelines, terms, or rules, which are referenced within these terms and conditions. All such additional terms, guidelines, and rules are incorporated by reference into these Terms by this reference.

THE TERMS AND CONDITIONS (“Terms”) TOGETHER WITH OUR PRIVACY AND COOKIE POLICY (available at www.vendorplan.ai/privacy) (the “Privacy Terms”) COLLECTIVELY, THESE TERMS AND POLICIES CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN VENDORPLAN AND YOU AND THE ENTITY YOU REPRESENT (collectively, “you”) THAT GOVERNS YOUR USE OF THE SERVICES. BY SIGNING UP FOR AN ACCOUNT AND/OR ACCESSING OR USING THE SERVICES, YOU ARE ACCEPTING THESE TERMS ON BEHALF OF THE ENTITY THAT YOU REPRESENT (your “Organization”), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS ON BEHALF OF YOUR ORGANIZATION AND ABIDE BY THEM. YOU MAY NOT ACCESS OR USE THE SERVICES OR ACCEPT THESE TERMS IF YOU ARE NOT THE AGE OF CONSENT IN YOUR JURISDICTION OR IF YOU, FOR ANY REASON CANNOT ENTER INTO BINDING CONTRACTS. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SITE OR SERVICES.

2.1 Account and Project Creation. To use certain features of the Site and Services, you must register for an individual user account (“Account”) and provide certain information about yourself as prompted by the account registration form. Creating an Account is free. The Services allow users to create project workspaces (each, a “Project”). Accounts may be associated with one or more Projects. Fees apply when you create or activate a Project under a paid plan or order (a “Subscription”), as described in Section 2.3. The user who creates a Project is the (“Owner”) for that Project and has full access to the Project, including the ability to manage Project settings, the Subscription for that Project, and user access. Owners may add (“Editors“) who have the same access and permissions as the Owner for day-to-day use of the Services, except that Editors cannot edit Project settings, cannot manage or modify the Subscription for that Project, and cannot add or manage users. Additionally, Owners and Editors may add (“Readers”), who have read- only access to the Project, including the Calendar, Vendors, and Emails, but cannot make changes. . For paid Subscriptions, the “Billing Contact” is the Owner for the applicable Project, unless a different Billing Contact is designated in the Services or an Order (defined below), in which case that designated user will be the Billing Contact and will receive billing and other subscription related notices. You may not select a username intended to impersonate another person or entity that is subject to the rights of another person or entity, or that is obscene or vulgar. We reserve the right to refuse or cancel registration of any username in our sole discretion. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. VendorPlan may suspend or terminate your Account in accordance as provided in these Terms.

2.2 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify VendorPlan of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. You will not share your Account password or any security questions with any other individual or entity and you will not allow any other individual or entity to use your Account. VendorPlan cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You are responsible for maintaining an active email address associated with your Account. VendorPlan will send notices and other account related communications to the email address associated with your Account. Subscription-related notices will be sent to the Billing Contact.

2.3 Fees and Payment. Fees apply when you create or activate a Project under a paid plan or otherwise purchase a Subscription to the Services. Subscription fees, usage limits, and billing cadence will be presented at the time you select a plan in the Services or as set forth in an order form or other written ordering document agreed by the parties (each, an “Order”). Unless otherwise stated in an Order, Subscription fees are billed in advance at the start of each billing period. Billing periods are monthly (each, a “Billing Period”), beginning on the date you start a paid Subscription and renewing on the same day of each subsequent month, except that if a month does not have that day, renewal occurs on the last day of that month. Subscriptions automatically renew for successive Billing Periods unless cancelled, and cancellations take effect at the end of the then-current Billing Period. Upon each yearly anniversary of your Subscription, we will use commercially reasonable efforts to provide the email associated with the Billing Contact with thirty (30) days’ notice prior to the automatic renewal of your Subscription preceding such anniversary (and not any other automatic renewals). In the event of any increases to the cost of your Subscription or new amounts we charge you, we will use commercially reasonable efforts to provide the email associated with the Billing Contact with fifteen (15) days’ notice prior notice of such price increase or new amount that we will charge you. You are responsible for providing us with your most current email address for your Billing Contact. In the event that the last email address for your Billing Contact that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice to your Billing Contract will nonetheless constitute effective by us to you of the automatic renewal of your Subscription. If you have provided us with a payment method for renewals of your Subscription, we will automatically charge such payment method. Fes paid are non-refundable. If VendorPlan agrees in an Order to accept payment by invoice, invoiced amounts are due net thirty (30) days from the invoice date. You authorize VendorPlan to charge your approved payment method for fees and applicable Taxes. VendorPlan may suspend or terminate access to paid Services for nonpayment after providing at least ten (10) days’ prior notice. (a) Promotions. VendorPlan may from time to time offer free trials, promotional pricing, credits, or other discounts (each, a “Promotion”). Promotions may be offered via the Services, an Order, a promo code, or other written communication from VendorPlan and are subject to any additional terms disclosed at the time of the Promotion. Unless expressly stated otherwise in the applicable Promotion terms or Order: (a) Promotions are limited-time, may be modified or withdrawn at any time, and may be limited to new customers, specific Projects, or other eligibility requirements; (b) Promotions are non-transferable and may not be combined; (c) upon expiration of a Promotion or any free trial period, your Subscription will continue at the then-current standard price (or the price stated in your Order) unless you cancel prior to the end of the applicable trial or promotional period; and (d) any usage or amounts in excess of the Promotion terms will be charged at the then-current rates described in the Services or the applicable Order

2.4 Taxes. You are responsible for all taxes, duties, and assessments that you may owe for use of the Services (“Taxes”). You are responsible for remitting any necessary withholding Taxes to the relevant authority on a timely basis and providing us with evidence of the same upon our request. VendorPlan may collect Taxes where required, and you will provide any valid exemption documentation upon request.

3.1 Subscription. Subject to your compliance with these Terms and payment of applicable fees, VendorPlan grants you a limited, non-exclusive, non-transferable, non-sublicensable right during the term of your Subscription to access and use the Services for your internal business purposes in connection with your Projects. Except as explicitly stated herein, these Terms do not grant you or your Organization (a) any right to reproduce, modify, distribute, or publicly display or perform the software included in the Services or any portion thereof or (b) any other right to the Services not specifically set forth in these Terms.

3.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part, or any content displayed on the Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access or use the Services in order to build a similar or competitive website, product, or service; (d) you shall not access or use the Site or Services for any timesharing or service bureau purposes or to otherwise provide the Services, in whole or in part, to a third party; and (e) except as expressly stated herein, no part of the Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site or Services made available to users shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) or the Services must be retained on all copies thereof. If you access the Services from outside the United States, you are responsible for compliance with foreign and local laws. VendorPlan does not provide services to governments, governmental agencies, businesses, individuals, other groups, or any of their agents that are subject to U.S. trade sanctions. By using the Services, you represent and warrant that you are not subject to any U.S. trade sanctions.

3.3 Modification. VendorPlan may modify the Services from time to time. VendorPlan will use commercially reasonable efforts to provide at least ten (10) days’ prior written notice of any material change that materially and adversely reduces core functionality of the Services. Notwithstanding the foregoing, VendorPlan may modify, suspend, or limit the Services immediately, without prior notice, to the extent necessary to (a) address security incidents or vulnerabilities, (b) comply with applicable law or a governmental request, (c) prevent fraud, abuse, or misuse of the Services, or (d) perform emergency maintenance. VendorPlan will provide notice as soon as reasonably practicable in such cases. VendorPlan will not be liable to you or any third party for any modification, suspension, or limitation of the Services as permitted under these Terms.

3.4 Ownership. Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site, the Services, and its content are owned by VendorPlan or VendorPlan’s licensors and suppliers. Neither these Terms (nor your access to the Site or Services) transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 3.1. VendorPlan and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

3.5 Feedback. You are under no duty to provide any suggestions, enhancement requests, or other feedback regarding the Services (“Feedback”). If you choose to offer Feedback to us, you hereby grant us a perpetual, irrevocable, non-exclusive, worldwide, fully paid, sub-licensable (at unlimited number of levels), assignable license to incorporate Feedback into the Services or otherwise use any Feedback we receive from you solely to improve our products and services, provided that such Feedback is used in a manner that is not attributable to you. You also irrevocably waive in favor of us any moral rights which you may have in such Feedback pursuant to applicable copyright law or any other laws or regulations. We acknowledge that any Feedback is provided on an “as-is” basis with no warranties of any kind. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.

4.1 User Content. “User Content” means all information and content that a user submits to, or uses with, the Services (including, without limitation, submitting information by copying VendorPlan’s designated email software agent on your emails) and all Output (defined below). You retain ownership of your User Content. You, and not VendorPlan are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you, your Organization, or any third party, including your employees, vendors, contractors, subcontractors, and their employees and contractors. You further warrant that all information you provide about yourself and your Organization is true and complete information. You agree to promptly notify VendorPlan of any changes in the information provided about yourself or your Organization or any other material changes that could impact your use of the Services. You shall be solely responsible for the accuracy and completeness of all information furnished to VendorPlan and/or to third parties as necessary for the Services contemplated herein. VendorPlan shall not be responsible for independently verifying the accuracy or completeness of any information that you provide, and VendorPlan shall be entitled to rely on such information. VendorPlan shall have no liability for any errors or omissions in any Services provided to you that are the result of, arise from, or are based, in whole or part, on inaccurate or incomplete information provided to VendorPlan. You represent and warrant that you have obtained all necessary (i) third party rights, licenses, permissions, and consents, including, without limitation, copyrights, for all of your User Content that belongs to or originates from third parties and (ii) consents where required by applicable laws for the collection of information from third parties, including, without limitation, where we collect your User Content through you copying VendorPlan’s designated project email address on your emails. You will review all Output and other information and data provided to you by VendorPlan or the Services and shall inform VendorPlan of any inaccuracies, deficiencies or discrepancies contained therein. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 4.4). You may not represent or imply to others that your User Content is in any way provided, sponsored, or endorsed by VendorPlan. Since you alone are responsible for your User Content, you may expose yourself to liability based on the User Content you provide. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

4.2 Licenses. You hereby grant (and you represent and warrant that you have the right to grant) to VendorPlan and its subcontractors and service providers a non-exclusive, worldwide, enterprise-wide, royalty-free license to host, store, modify, adapt, reproduce, transmit, display, and otherwise process your User Content solely as necessary to provide, maintain, support, and secure the Services for you and to comply with applicable law, rule, regulation, ordinance, or legal process. VendorPlan may permit its subcontractors and service providers to exercise the foregoing rights only to provide the Services and subject to confidentiality obligations at least as protective as those in these Terms. VendorPlan will not sell your User Content and will not disclose your User Content to third parties except as permitted in this Section or as otherwise necessary for VendorPlan to comply with applicable law, rule, regulation, ordinance, or legal process. Additionally, VendorPlan may create and use “Aggregated and De-identified Data”, which is data derived from your use of the Services for VendorPlan’s internal business purposes, including to operate, maintain, improve, and secure the Services and for analytics and reporting. Aggregated and De-identified Data does not identify you, any Project, your vendors or service providers, any individual, and is not reasonably capable of re-identification. VendorPlan may share Aggregated and De-identified Data only with subcontractors/service providers as needed to provide or improve the Services, subject to confidentiality obligations, and will not share such data with other third parties. For clarity, VendorPlan may process information regarding vendors, service providers, drivers, and other third parties included in User Content, including performance related information (for example, timeliness, confirmations, changes, and completion status), solely to provide reporting and analytics to you within the Services. VendorPlan will not disclose such vendor performance information to third parties except as permitted in this Section, or as required by law, rule, regulation, ordinance, or legal process. VendorPlan will not publish or share benchmarking, comparative analytics, or performance rankings that identify you or any of your vendors or service providers without your prior written consent except as necessary to comply with applicable law, rule, regulation, ordinance, or legal process.

4.3 Output and Your Use of Output. When you input User Content into the Services, you may receive output depending on the User Content that you input and how you use the Services with respect to such input (“Output”). We hereby assign to you all our right, title, and interest, if any, in and to the Output, provided that if any Output consists of documents, forms, calendars, or schedules generated by the Services, we retain all right, title, and interest in and to the format, layout, design, look and feel, and template of such documents, forms, calendars, and schedules but we hereby assign to you all our right, title, and interest in and to the data contained in such documents, forms, calendars, and schedules. You are responsible for your Output to the same extent under these Terms as your User Content. You acknowledge and agree that the Services and Output may include advice and recommendations; but all decisions in connection with the implementation of such advice and recommendations shall be your sole and exclusive decision and responsibility. Neither we nor the Services shall perform management functions or make management decisions for you or your Organization.

4.4 Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”: (a) You agree not to use the Site or Services to collect, upload, transmit, display, or distribute any User Content that: (i) violates any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) is unlawful, fraudulent, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) is harmful to minors in any way; (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party; (v) falls within the definition of “Protected Health Information” under the HIPAA Privacy Rule (45 C.F.R. Section 164.051); (vi) falls within the definition of “Nonpublic Personal Information” under the Gramm-Leach-Bliley Act; or (vii) in violation of any AI Component Terms (defined below). (b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Services to harvest, collect, gather or assemble information or data regarding other users, including email addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Site and/or Services), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site or Services; or (vi) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site.

4.5 Enforcement. We reserve the right (but have no obligation) to review, refuse and/or remove any User Content in our sole discretion, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 9, and/or reporting you to law enforcement authorities.

4.6 Use of AI Components. The AI Components of the Services are provided by VendorPlan’s licensors, OpenAI, L.L.C. (“OpenAI”). Your use of the AI Components is also subject to OpenAI’s terms and policies at: https://openai.com/policies/, which (an “AI Component Terms”) is hereby incorporated herein and made a part of these Terms by this reference. Please note that each AI Component Terms may incorporate additional other terms and conditions. You acknowledge and agree that you will review all of the terms and conditions applicable to you under the AI Component Terms for prior to using the Services.

You agree to indemnify, defend (subject VendorPlan’s right to exclusively assume the defense at your sole cost and expense), and hold VendorPlan and its officers, employees, suppliers, licensors, agents, successors, and assigns (collectively, the “VendorPlan Indemnitees”) harmless, including costs, expenses, and attorneys’ fees, from any claim or demand made by any third party arising out of, in connection with, or related to: (a) your use of the Services and any Output; (b) your violation of these Terms; (c) your violation of any AI Component Terms; (d) your violation of applicable laws or regulations; (e) your infringement or alleged infringement of any intellectual property, proprietary, privacy, or other rights of any other person or entity; (f) your User Content and Output; (g) any sales taxes or other taxes arising from your use of the Site or Services (excluding any income tax on our revenue from fees for providing the Services); and (h) your use of any Third-Party Connections (defined below). We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the VendorPlan Indemnitees, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent, which we may withhold in our sole discretion. We will use commercially reasonable efforts to notify you of any such claim, action, or proceeding within seven (7) days upon becoming aware of it.

6.1 Third-Party Connections. The Site may contain to third-party websites and services (collectively, “Third- Party Connections”). Such Third-Party Connections are not under the control of VendorPlan, and VendorPlan is not responsible for any Third-Party Connections. VendorPlan provides access to these Third- Party Connections only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Connections. You use all Third-Party Connections at your own risk and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Connections, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction, use, or agreement in connection with such Third-Party Connections and third parties.

6.2 Co-Branded Areas. To provide a greater breadth of Services, certain functions provided on this Site (for example, the AI Components and payment processing) may be outsourced to or provided by third parties. Certain pages on the Site are therefore operated and controlled by a third party (“Co-Branded Areas”). These Co-Branded Areas may continue to display a VendorPlan logo name at the top of the page or a partial or complete VendorPlan domain but are nonetheless operated and managed by a third party. These Terms, in conjunction with any further terms and conditions posted in the Co-Branded Areas, govern your access and use of those areas. In all other respects, access to the Co-Branded Areas is at your own risk.

6.3 Other Users. Each Site user is solely responsible for all its own User Content. Since we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, appropriateness, or quality of any User Content.

6.4 Release. You hereby release and forever discharge VendorPlan (and our affiliates, officers, employees, agents, suppliers, licensors, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site or Services (including any interactions with, or act or omission of, any Third-Party Connections) except to the extent caused by our willful, intentional, or reckless misconduct. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” AND TO THE EXTENT APPLICABLE, CORRESPONDING RIGHTS UNDER ANY SIMILAR LAW, RULE, OR REGULATION OF ANY OTHER JURISDICTION.

9.1 Term and Termination of Your Subscription. These Terms remain in effect while you access or use the Services. Each Subscription begins when you create or activate a paid Project and continues for successive Billing Periods unless cancelled as described in Section 2.3. You may cancel a Subscription at any time via the project page or emailing support@vendorplan.com, and cancellation will take effect at the end of the then-current Billing Period. VendorPlan, in addition to its other suspension and termination rights under these Terms, may suspend or terminate your access to the Services (a) for nonpayment in accordance with

Section 2.3 or (b) immediately if required to address security incidents, fraud, abuse, or unauthorized access. Notices under this Section will be sent to the Billing Contact.

9.2 Retention of User Content. Upon termination of your Subscription or your rights under these Terms, your right to access and use the Services will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases after one hundred eighty (180) days of the effective date of the termination or expiration of your subscription. VendorPlan will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Notwithstanding the foregoing, VendorPlan may retain Aggregated and De-identified Data indefinitely for its analytics, reporting, security, and product improvement purposes.

9.3 Suspension and Termination. Notwithstanding any subscription you have purchased from us, we may suspend or terminate your ability to access or use the Site or Services (including your Account) at any time as necessary for us to comply with applicable law and/or if we reasonably believe that your or your Organization’s use of the Services violates these Terms or applicable law or may subject VendorPlan to potential liability. Sections 1 , 2.2 , 2.3 , 2.4 , 3.2 , 3.4 , 3.5 , 4 , 5 , 6 , 7 , 8 , 9 , and 10 shall survive termination of the Services or your use or access to the Services.

10.1 Changes. Subject to the notice requirement of this Section 10.1, we, in our sole and absolute discretion, may make changes to these Terms from time to time. If we make any substantial changes to these Terms, we will notify you of such changes by any reasonable means, including by posting the revised Terms on the Services (provided that, for material changes, we will seek to supplement such notice by email, an in- Service pop-up message, or other prominent notice within the Services, or other means). If we choose to supplement the notification of changes to these Terms by sending you an email, we will send the notification email to the last email address you have specified for the Billing Contact. You are responsible for providing us with your most current email address. If the last email address that you have provided us for the Billing Contact is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. The date that these Terms were last revised is set forth above. Continued use of our Services following notice of such changes shall be deemed to indicate your acknowledgement and acceptance of such changes and your agreement to be bound by the terms and conditions of such changes. If you do not wish to continue using the Services under the changed terms of these Terms, you must terminate your subscription prior to the applicable renewal date or within thirty (30) days of the “Date of Last Revision” set forth at the top of these Terms, whichever event occurs first. Please see Section 9.1 for directions on how terminate your subscription.

10.2 Class Action Waiver; Jury Trial Waiver; Use Outside of the United States of America; and Dispute Resolution. PLEASE READ THIS SECTION 10.2 (INCLUDING ITS SUBSECTIONS) CAREFULLY. IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US AND INCLUDES A WAIVER OF CLASS ACTION AND RIGHT TO JURY TRIAL. (a) Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS SECTION 10.2 MUST BE LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE LITIGATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. (b) Waiver of Jury Trial. YOU AND VENDORPLAN HEREBY EACH IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, SERVICES, OR ANY TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) IT HAS DECIDED TO ENTER INTO THIS AGREEMENT IN CONSIDERATION OF, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. (c) Use Outside of the United States. The Services are operated by us from our offices within the United States of America. We make no representation that the Services are appropriate or available for use in other locations, and access to the Services from territories where the access to or use of the Services may be illegal is prohibited. Those who choose to access or use the Services from other locations do so, on their own initiative and are responsible for compliance with applicable local laws. (d) Notice Requirement and Informal Dispute Resolution. Except for VendorPlan seeking emergency injunctive relief, before either party may seek to file suit against the other party, the party must first send to the other party a written notice of dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to VendorPlan should be sent to: legal@vendorplan.ai or VendorPlan, Inc., Attention: Legal Department, 301 S McDowell Street, Suite 125 -1418, Charlotte, NC 28204 After the Notice is received, you and VendorPlan must attempt to resolve the claim or dispute informally. If you and VendorPlan do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin a legal proceeding. (e) Choice of Law and Venue for Litigation. To the maximum extent permitted by applicable law, you consent to these Terms and any claims relating to the information, Services, or products made available through the Site and/or Services will be governed by the laws of the State of North Carolina, U.S.A., excluding the application of its conflicts of laws rules. You agree that venue for all actions, relating in any manner to these Terms, will be in a federal or state court of competent jurisdiction located in North Carolina. (f) Time Limit on Claims Against us. To the maximum extent permitted by applicable law, you agree that regardless of any statute or law to the contrary any claim or clause of action arising out of or related to your access to or use of the Services, or these Terms with us must be filed within one (1) year after such claim arose.

10.3 Export. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from VendorPlan, or any products utilizing such data, in violation of the United States export laws or regulations. 10.4 Electronic Communications. The communications between you and VendorPlan use electronic means, whether you use the Site or send us emails, or whether VendorPlan posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from VendorPlan in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that VendorPlan provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights. 10.5 Entire Terms. These Terms, the Privacy Terms, and any order forms or other payment obligations you enter into with us constitute the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The words “include,” “includes,” and “including” are hereby deemed to be followed by the phrase “without limitation.” The word “will” is hereby deemed to be construed to have the same meaning and effect as the word “shall.” The term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or.” Any definition of or reference to any agreement, instrument, or other document herein will be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). References to any specific law, rule or regulation, or section or other division thereof, will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to VendorPlan is that of an independent contractor, and neither party is an agent or partner of the other. You acknowledge and agree that in no event shall VendorPlan owe you any enhanced or special duties, express or implied, in fact or by law, whether referred to as a special relationship, fiduciary, relationship or otherwise. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without VendorPlan’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. VendorPlan may freely assign these Terms without your prior consent. The terms and conditions set forth in these Terms shall be binding upon assignees. You agree that for any document or electronic information delivered through the Services that by “clicking” on the designated spaces in or relating to such document shall be deemed to be “in writing” and to have been “signed” and delivered for all purposes by you. Any record of such confirmation (including electronic records) shall be deemed to be “in writing.” You further agree that you shall not contest the legally binding nature, validity or enforceability of any document or confirmation based on the fact that it has been executed by “clicking” on the designated spaces and expressly waives all rights you may have to assert such a claim. 10.6 Force Majeure. We shall not be responsible to you, your Organization, or any third party entity or individual for any delay or failure in any performance due to acts of God, war, warlike conditions, blockade, embargoes, riots, government action, labor disturbances, unavailability of anticipated usual means of supplies, wrecks, epidemics, pandemics, quarantine, fire, flood, earthquake, explosion, any unforeseen change in circumstances, or any other causes beyond our commercially reasonable control. 10.7 Copyright/Trademark Information. Copyright © 2026 VendorPlan, Inc. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Site or within the Services are our property or the property of third parties. You are prohibited from using these Marks without our prior written consent or the consent of such third party which may own the Marks. 10.8 Contact Information. VendorPlan, Inc. 301 S McDowell Street, Suite 125 -1418 Charlotte, NC 28204 legal@vendorplan.ai

In addition to these Terms, if you opt in to receive text messages from VendorPlan, the following Mobile Terms of Service apply to our SMS/text messaging program. These provisions are intended to comply with industry standards (including the CTIA Short Code Monitoring Handbook) and carrier requirements. There may be additional compliance requirements under applicable law depending on the nature of our text messaging program. You should consult your own legal counsel as needed regarding your use of our Services.