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OUTSYSTEMS PURCHASE ORDER TERMS AND CONDITIONS

Updated: May 2, 2025

This OutSystems Purchase Order Terms and Conditions (this “Agreement”) is entered into as of the last signature below (“Effective Date”) by and between OutSystems and Supplier (each, a “Party”, and together, the “Parties”). This Agreement sets forth the terms and conditions that apply to all purchases of goods, services, and/or deliverables by OutSystems from the Supplier by means of a Purchase Order (a “PO”) issued by OutSystems to the Supplier. Such PO is effective upon Supplier’s commencement of performance or the date of Supplier’s signature, whichever is earlier.

NO TERMS OTHER THAN THIS AGREEMENT WILL APPLY TO SUPPLIER’S PROVISION OF GOODS, SERVICES AND/OR DELIVERABLES, EXCEPT IF THE PARTIES HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT GOVERNING GOODS, SERVICES AND/OR DELIVERABLES IN WHICH CASE THIS LATTER AGREEMENT WILL PREVAIL.

1. DEFINITIONS

“Affiliate” means an entity that controls, is controlled by or shares common control with OutSystems or Supplier, where such control arises from either (a) a direct or indirect ownership interest of more than 50% or (b) the power to direct or cause the direction of the management and policies, whether through the ownership of voting stock, by contract, or otherwise, equal to that provided by a direct or indirect ownership of more than 50%.

“Confidential Information" refers to non-public information that either Party may obtain from the other or have access to by virtue of this Agreement, including, but not limited to, each Party’s data and each Party’s proprietary software and computer operations, code, inventions, algorithms, business concepts, workflow, marketing, financial, business and technical information, the terms and pricing under this Agreement, Personal Data, and all information either clearly identified as confidential or that is of a nature that a reasonable person would understand to be confidential.

“Deliverables” means all goods, records, reports, documents, papers, other materials and deliverables (whether in documentary, electronic or other form) produced by, or on behalf of, Supplier for OutSystems, provided they are identified as such in the applicable PO or Supplier Documents.

“Fees” means the amount to be paid for the Goods, Services, and/or Deliverables as detailed in the applicable PO.

“Goods” means the goods to be provided by the Supplier to OutSystems as described in the applicable PO or Supplier Documents.

“Intellectual Property” means any patents, patent rights, design rights, copyrights, database rights, trade secrets, know-how, trademarks, trade names, service marks and other intellectual property embodied in the foregoing, and all applications and rights to apply for registration or protection rights pertaining thereto, in existence at the date hereof or created in the future. Rights regarding Intellectual Property shall be referred to as “Intellectual Property Rights”.

“OutSystems” means the Party agreeing to the terms of this Agreement as OutSystems as indicated in the signature block below.

“Personal Data” has the meaning as described in the applicable data protection laws and shall include, without limitation, any data or information (regardless of the medium in which it is contained and whether alone or in combination) that relates to an identified or identifiable natural person.

“Personnel” means Supplier or its Affiliate’s directors, officers, employees, non-employee workers, agents, auditors, consultants, contractors, subcontractors and any other person providing the Goods or performing the Services and/or Deliverables on behalf of Supplier.

“Purchase Order” or “PO” means the document separately executed by the Parties that references this Agreement and foresees the Goods, Services, and/or Deliverables to be provided by the Supplier, including any associated Fees. A PO is effective upon Supplier’s commencement of the performance or the date of Supplier’s signature, whichever is earlier.

“Services” means the services to be provided by the Supplier to OutSystems on a time and materials or fixed price basis as described in the applicable PO or Supplier Documents.

“Supplier” means the Party agreeing to the terms of this Agreement as Supplier as indicated in the signature block below.

“Supplier Documents” means any document shared by the Supplier that details the Goods, Services, and/or Deliverables to be provided by the Supplier to OutSystems, and that has been signed by an authorized representative of OutSystems, which can be, for example, an order, quote, proposal, or statement of work.

2. GOODS, SERVICES AND DELIVERABLES

2.1Supplier agrees to provide the Goods and/or Deliverables and/or perform the Services in accordance with the terms and conditions set forth in this Agreement, on the PO, and in any Supplier Documents, incorporated herein by reference.

2.2A PO does not constitute a firm offer and may be revoked at any time prior to acceptance. Upon acceptance of a PO, shipment of Goods or commencement of Services and/or Deliverables, Supplier shall be bound by the provisions of this Agreement.

2.3OutSystems hereby reserves the right to reschedule any delivery or cancel any PO issued at any time prior to shipment of Goods or prior to commencement of any Services and/or Deliverables. OutSystems shall not be subject to any charges or other fees as a result of such reschedule or cancellation.

3. DELIVERY OF GOODS

3.1Unless otherwise specified in the PO, Supplier will deliver Goods DDP (Incoterms 2010), with title and risk of loss transferring from Supplier to OutSystems at the delivery destination.

3.2When the Supplier is responsible for exporting or importing Goods, Supplier will obtain all authorizations and permits necessary to fulfil all applicable requirements, including compliance with applicable laws and regulations related to export control and trade sanctions compliance, for the Goods shipment.

3.3Upon OutSystems request, Supplier will provide OutSystems with any information OutSystems reasonably requests regarding the importation of Goods.

3.4OutSystems reserves the right to refuse any delivery made more than 5 days before the delivery date and Supplier will re-deliver the Goods on the correct date at the Supplier’s expense. In addition, OutSystems may return to the Supplier, at Supplier’s expense, any quantity of Goods exceeding those specified in the PO.

3.5If a Goods shipment (or part of a shipment) is likely to be delayed, Supplier will: (i) promptly notify OutSystems in writing and immediately propose a new delivery date, (ii) use best efforts to expedite delayed Goods at Supplier's expense, and (iii) issue OutSystems a discount or refund on the purchase price for the Goods delivered late, unless otherwise agreed by the Parties. In addition to other remedies applicable, OutSystems may (iv) cancel without liability the applicable PO or portions of the PO for the late Goods not yet delivered, or (v) cover for the late Goods by sourcing products from another supplier, at Supplier's reasonable expense.

4. FEES AND PAYMENT TERMS

4.1Fees. OutSystems will pay to Supplier the Fees set forth in the applicable PO. Supplier will invoice OutSystems upon OutSystems acceptance of the Goods, Services and/or Deliverables by submitting invoices to OutSystems.

4.2Payment. Except when specifically stated in the PO, Supplier will be responsible for all costs it incurs in connection with providing the Goods, Services and/or Deliverables, including Personnel's expenses. OutSystems will pay any undisputed portion of an invoice for accepted Goods, Services, and/or Deliverables within 60 business days following the later of: (1) delivery of the Goods or completion of Services and/or Deliverables, or (2) receipt of a correct invoice by OutSystems accounts payable department. Correct invoices must include PO number, complete bill-to address, good part numbers and quantities, description of Goods, Services, and/or Deliverables, unit prices, applicable tax or other charges, and extended totals. Supplier will receive no royalty or other remuneration on the production or distribution of any products developed by OutSystems or Supplier in connection with or based on the Goods, Services, and/or Deliverables provided. OutSystems is not obligated to pay any invoice submitted 180 days or more after Goods are shipped or Services and/or Deliverables are completed. In addition to other rights and remedies OutSystems may have, OutSystems may offset any payment obligations to Supplier that OutSystems may incur under the Agreement against any Fees owed to OutSystems, and not yet paid by Supplier under the Agreement or any other agreement between Supplier and OutSystems. If OutSystems initiates an invoice dispute, OutSystems will include a written description of the disputed portion of the invoice. Upon OutSystems’ request, Supplier will issue separate invoices for undisputed and disputed amounts. Payment of undisputed amounts will not limit OutSystems’ right to object and refuse payment of disputed amounts.

4.3Payment records. Supplier shall maintain written or electronic records reflecting the basis for any charges billed in connection with a PO for at least 3 (three) years after Supplier's receipt of OutSystems’ final payment with respect to the PO.

5. TAXES

5.1Except as otherwise provided in this Agreement, the amounts to be paid by OutSystems to Supplier do not include taxes. OutSystems is not liable for any taxes that Supplier is legally obligated to pay, including but not limited to net income or gross receipts taxes, franchise taxes, and property taxes.

5.2OutSystems will pay Supplier any sales, use or value added taxes it owes under this Agreement, and which the law requires Supplier to collect from OutSystems. If OutSystems provides Supplier a valid exemption certificate, Supplier will not collect the taxes covered by such certificate. Supplier will indemnify and hold OutSystems harmless from any claims, costs (including reasonable attorneys’ fees) and liabilities related to Supplier’s taxes.

5.3If the law requires OutSystems to withhold taxes from payments to Supplier, OutSystems may withhold those taxes and pay them to the appropriate taxing authority. OutSystems will deliver to Supplier an official receipt for such taxes. OutSystems will use reasonable efforts to minimize any taxes withheld to the extent allowed by law.

6. INSPECTION

OutSystems shall have a reasonable time after the receipt of Goods, Services and/or Deliverables and before payment, to inspect them for conformity to the Agreement and/or PO, any applicable specifications, and Supplier Documents (hereinafter, “Inspection”). Goods, Services and/or Deliverables received prior to Inspection shall not be deemed accepted until OutSystems has run adequate tests to determine whether the Goods, Services and/or Deliverables conform thereto. Use of a portion of the Goods, part of the Services and/or Deliverables for the purpose of testing shall not constitute an acceptance of the Goods, Services and/or Deliverables. If Goods, Services and/or Deliverables provided do not wholly conform with the provisions hereof, OutSystems shall have the right to reject such Goods, Services and/or Deliverables. Nonconforming Goods will be returned to Supplier freight collect and risk of loss will pass to Supplier upon OutSystems’ delivery to the common carrier. Nonconforming Services and/or Deliverables will, at OutSystems discretion, either be redone or rejected with full refund within 10 (ten) days.

7. SUBCONTRACTORS

Supplier shall not subcontract, delegate or assign its obligations under this Agreement without OutSystems' prior written consent. If Supplier proposes to subcontract the delivery of the Goods or the provision of the Services and/or Deliverables, it shall submit to OutSystems the name of each proposed subcontractor and a description of the corresponding proposed Goods, Services, and/or Deliverables. OutSystems shall have the right to reject any subcontractor, or revoke its prior approval of a permitted subcontractor, which it, at its own discretion, considers unable or unsuitable to satisfactorily perform the Goods, Services and/or Deliverables. Supplier shall include in the agreements with its subcontractors provisions substantially similar to the provisions of this Agreement relating to Personnel requirements, Intellectual Property Rights, Confidential Information and Personal Data and warranties. Supplier shall require all permitted subcontractors to carry insurance at levels customary and appropriate for the types and volumes of Goods, Services, and/or Deliverables being provided by such subcontractors. Supplier shall remain responsible for obligations, services and functions performed by permitted subcontractors to the same extent as if these obligations, services and functions were performed by Personnel. Supplier shall be OutSystems' sole point of contact. Supplier shall promptly pay for all services, materials, equipment and labor used by Supplier in providing the Goods, Services, and/or Deliverables, and Supplier shall keep OutSystems' premises free of all encumbrances. Supplier shall not enter into any cost-reimbursable contract with any proposed subcontractor without OutSystems' prior written authorization. All cost-reimbursable subcontracts shall ensure that cost-reimbursable contract will have the right to inspect subcontractor's facilities to ensure the progress of the work hereunder and to audit subcontractor's records and books of account to ensure the applicability, validity and reasonableness of such costs, if such a subcontract is authorized by cost-reimbursable contract.

8. INTELLECTUAL PROPERTY RIGHTS

8.1Intellectual Property Rights. All Intellectual Property Rights in the Deliverables are owned by OutSystems upon creation, free of all liens. In case the Deliverables contain any Intellectual Property Rights of Supplier, Supplier hereby grants OutSystems a worldwide, royalty-free, non-exclusive, perpetual license to use, copy, modify and distribute such Intellectual Property as part of the Deliverables. Supplier agrees to cooperate with and assist OutSystems to acquire and perfect its ownership rights in the Deliverables which may include applying for, and executing any applications and/or assignments reasonably necessary to obtain, any patent, copyright, trademark or other statutory protection for the Deliverables in OutSystems’ name, as OutSystems deems appropriate.

8.2Attribution. Supplier may not use OutSystems’ name and logo nor indicate that OutSystems is a client of Supplier on its website, in any public filings and through its marketing materials, including but not limited to press releases, case studies, white papers and webinars unless OutSystems has provided express written authorization. If OutSystems has provided authorization, any such attribution will be consistent with OutSystems’ style guidelines or requirements as communicated to Supplier from time to time.

9. CONFIDENTIAL INFORMATION AND PERSONAL DATA

9.1Use and Disclosure. Supplier and Personnel (who have a need to know and who are subject to confidentiality obligations at least as restrictive as those in this Agreement) will hold in confidence and not use for any purposes unrelated to this Agreement or disclose to any third party any Confidential Information of OutSystems. Supplier agrees to take all reasonable steps to ensure that the Confidential Information is not disclosed or distributed by its Personnel in violation of the terms of this Agreement.

9.2Permitted Disclosures. Supplier may disclose Confidential Information of OutSystems: (i) in response to a valid order or request by a court or other governmental or regulatory body, (ii) as otherwise required by law, or (iii) as necessary to establish the rights of either Party under this Agreement. Supplier will promptly give notice to OutSystems of the disclose of such Confidential Information and allow OutSystems to object or to seek a protective order, to the extent permitted by the applicable law.

9.3Non-Confidential Information. Supplier shall not be obligated under this Section 9 with respect to Confidential Information that: (i) is or becomes a part of the public domain through no act or omission of Supplier; (ii) was in Supplier’s lawful possession without restriction prior to the disclosure and had not been obtained by the Supplier either directly or indirectly from OutSystems; (iii) is lawfully disclosed to the Supplier by a third party without restriction on the disclosure; or (iv) is independently developed by the Supplier without access to the Confidential Information.

9.4Destruction or Return. Except as otherwise authorized or required in furtherance of the purposes of this Agreement, promptly upon a request by OutSystems, Supplier will at its option either destroy, and certify destruction in writing, or return to OutSystems all Confidential Information and all documents or media containing any such Confidential Information and all copies or extracts thereof provided that Supplier shall be permitted to retain copies of any computer records and files containing any Confidential Information which have been created pursuant to automatic archiving and back-up procedures, or retain a back-up copy of such Confidential Information as required by law, rule, regulation or internal compliance policies, in which cases such Confidential Information shall continue to be subject to confidentiality obligations even after termination of this Agreement.

9.5Personal Data. If Supplier Processes any Personal Data or Confidential Information as part of performing the Services and/or Deliverables, as well as or providing Goods, Supplier agrees to comply with the following requirements, as applicable:

(a) Processor Requirements. The Supplier, in its capacity as a Processor of Personal Data will comply with the most current Supplier data protection requirements and abide by the Data Protection Agreement available at www.outsystems.com/legal/po-terms-and-conditions/services-provider-data-processing-agreement/, and

(b) Sub-Processor requirements. The Supplier, in its capacity as a Sub-Processor of Personal Data will comply with the most current Sub-Processor data protection requirements and abide by the Data Protection Agreement available at https://drive.google.com/file/d/1Bf_-YkONu0SUShSMecHuYzq18nSkzSIh/view?usp=drive_link

(c) Independent Controller Requirements. If Supplier is a Controller of Personal Data that is collected, exchanged, or otherwise Processed in connection with Supplier’s performance of this Agreement, and Supplier’s purpose and means of Processing that Personal Data is independent from OutSystems’ (or any of its Affiliate’s) Processing of the same Personal Data, then: (i) the Supplier is independently responsible for compliance with the applicable Data Protection Laws, namely responsible for identifying a lawful basis of Processing, for complying with all necessary transparency and lawfulness obligations for the collection, Processing and use of the Personal Data as well as responding to data subjects’ requests to exercise their rights; (ii) the Parties shall cooperate in order to enable one another to fulfill legal obligations arising under applicable Data Protection Laws within the scope of this Agreement.

Regardless of the classification of the Parties, Supplier warrants that any Personal Data provided by Supplier to OutSystems, was collected in line with Data Protection Laws and guidelines applicable to the Processing by OutSystems of said Personal Data. Furthermore, Supplier acknowledges that, regardless of its classification as Controller, Processor, Sub-Processor or other equivalent roles imposed by the applicable Data Protection Laws, it shall only provide to OutSystems contact and identification information of data subjects, in order to enrich OutSystems’ databases, in case Supplier has obtained the necessary consents or holds another lawful basis to allow OutSystems to send marketing communications to said data subjects, in accordance with the applicable Data Protections Laws. Furthermore, upon request, Supplier must send the adequate proof of consent collection to OutSystems.

9.6Security Requirements. Supplier shall take all appropriate legal, organizational and technical measures to protect against unlawful and unauthorized processing of Personal Data or OutSystems Confidential Information, such as: (i) Supplier shall maintain appropriate operating standards and security procedures, and shall use its best efforts to secure Confidential Information through the use of appropriate physical and logical security measures including, but not limited to, appropriate network security and encryption technologies, and the use of reasonable user identification or password control requirements, including multiple-factor authentication, strong passwords, session time-outs, and other security procedures; (ii) if requested by OutSystems at any time during the term of this Agreement, Supplier shall provide OutSystems with a copy of Supplier’s then current security policy, as well as any security compliance certifications or audit reports, such as SOC 2 or ISO 27001; and (iii) Supplier shall notify OutSystems within 36 hours in the event that Supplier learns or has reason to believe that any person or entity has breached or attempted to breach Supplier’s security measures, or gained unauthorized access to Confidential Data (hereinafter, “Information Security Breach”) within 36 hours of becoming aware of the breach or upon written notification by OutSystems, within a shorter period. Upon any such discovery, Supplier will (a) investigate, remediate, and mitigate the effects of the Information Security Breach, and (b) provide OutSystems with assurances reasonably satisfactory to OutSystems that such Information Security Breach will not recur. If OutSystems determines that notices (whether in OutSystems or Supplier’s name) or other remedial measures (including notice, credit monitoring services, fraud insurance and the establishment of a call center to respond to customer inquiries) are warranted following an Information Security Breach, Supplier will, at OutSystems request and at Supplier’s cost and expense, undertake the aforementioned remedial actions.

10. INSURANCE

Supplier shall be solely responsible for maintaining adequate general liability, professional liability, auto, workers' compensation, umbrella, and other applicable insurance coverages, as required by law and in accordance with common practice in Supplier's industry. Upon request, Supplier shall provide OutSystems with certificates of insurance or evidence of coverage before commencing performance under this Agreement, naming OutSystems as a Certificate Holder or Additional Insured where permitted by the applicable policy. Supplier shall provide adequate coverage for any OutSystems property under the care, custody or control of Supplier or Supplier's Affiliates. The purchase of such insurance shall not satisfy, modify or limit Supplier’s obligations or liability hereunder.

11. TERM AND TERMINATION

11.1Term of Agreement. Unless earlier terminated pursuant to 11.2 (“Termination for Cause”) or 11.3 (“Termination for Insolvency”), this Agreement commences on the Effective Date and continues in force until all POs executed in accordance with this Agreement have expired or been terminated.

11.2Termination for Cause.

11.2.1By OutSystems. OutSystems may terminate this Agreement and/or any ongoing PO immediately upon written notice to Supplier at any time if Supplier fails to perform its obligations or otherwise breaches any term of this Agreement.

11.2.2By Supplier. Supplier may terminate this Agreement upon written notice to OutSystems if OutSystems fails to pay Supplier within sixty (60) days after Supplier notifies OutSystems in writing that payment is past due.

11.3Termination for Insolvency. Either Party may terminate the Agreement immediately if the other Party: (i) is dissolved or liquidated or takes any corporate action for such purposes; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court or competent jurisdiction to take charge of or sell any material portion of its property or business.

11.4Effect of Termination. (i) Fees. If OutSystems terminates this Agreement pursuant to Sections 11.2 (“Termination for Cause”) or 11.3 (“Termination for Insolvency”), OutSystems shall pay Supplier for the portion of the conforming Goods delivered to OutSystems and/or Services or Deliverables satisfactorily performed until the date of termination, with the appropriate offsets, including any additional costs to be incurred by Supplier in completing the Services or Deliverables, except if such Termination for Cause is due to Supplier’s breach of Section 15.5 or Section 15.6, in which case, this Section 11.4 shall not apply and no such payment will be made to Supplier; (ii) Obligations. Each Party will be released from all obligations to the other Party arising after the date of expiration or termination, except for those which by their nature survive such termination or expiration; (iii) Confidential Information and Deliverables. Supplier will promptly notify OutSystems of all OutSystems’ Confidential Information or any Deliverables in Supplier's possession and, at the expense of Supplier and in accordance with OutSystems’ instructions, Supplier will promptly deliver to OutSystems all such OutSystems’ Confidential Information or Deliverables. (iv) Other Remedies. Termination or expiration is not an exclusive remedy, and all other remedies will be available whether or not termination occurs.

12. WARRANTIES

12.1Services and Deliverables Warranties. Supplier represents and warrants that: (i) Services and Deliverables will be performed in a professional, workmanlike manner, with the degree of skill and care that is required by current, good, and sound professional procedures and industry standards; (ii) Services and Deliverables shall be completed in accordance with applicable specifications and any Supplier Documents and shall be correct and appropriate for the purposes stated therein; and (iii) the performance of Services and Deliverables under this Agreement and/or the PO will not conflict with, or be prohibited in any way by, any other agreement or statutory restriction to which Supplier is bound.

12.2Goods Warranties. Supplier warrants that: (i) it has valid and transferable title to the Goods and that all Goods provided will be new and will not be used or refurbished, unless otherwise agreed in writing by the Parties; (ii) all Goods delivered shall be free from all defects and shall conform to all applicable specifications and any Supplier Documents for a period of twenty-four (24) months from the date of delivery to OutSystems or for the period provided in Supplier’s standard warranty covering the Goods, whichever is longer. Supplier hereby agrees that it will make spare or compatible parts available to OutSystems for a period of five (5) years from the date of shipment at Supplier's then current price, less applicable discounts. Additionally, Goods purchased shall be subject to all written and oral express warranties made by Supplier’s Personnel, and to all warranties provided for by applicable laws. All warranties shall be construed as conditions as well as warranties and shall not be exclusive. Supplier shall furnish to OutSystems its standard warranty and service guarantee applicable to the Goods. All warranties shall run both to OutSystems and to its customers. In case OutSystems determines that the Goods do not meet the agreed-upon specifications or requirements, or if OutSystems no longer requires the Goods for any reason, OutSystems reserves the right to either return the Goods to the Supplier at the Supplier's expense or, at OutSystems’ discretion, process or dispose of the Goods in any other manner deemed appropriate by OutSystems. The Supplier shall refund the full purchase price of the returned Goods within 30 days of receipt of the returned Goods or reimburse OutSystems for any costs incurred in the alternative processing or disposal of the Goods. Within five (5) business days of receipt of the returned Goods, Supplier shall, at OutSystems' option, either repair or replace such Goods, or credit OutSystems' account for the same. Any replacement or repaired Goods shall be warranted for the remainder of the warranty period or six (6) months, whichever is longer.

13. INDEMNIFICATION

SUPPLIER WILL AT ITS OWN EXPENSE DEFEND, INDEMNIFY AND HOLD HARMLESS OUTSYSTEMS AGAINST ALL CLAIMS, DEMANDS, LOSSES, COSTS, DAMAGES, AND ACTIONS, AND TO REIMBURSE OUTSYSTEMS FOR ALL SUCH LOSSES AND DAMAGES AS THEY MAY BE INCURRED, ARISING OUT OF OR RELATED TO: (I) ANY ACTUAL OR ALLEGED INFRINGEMENTS OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS, WHICH ARISE IN CONNECTION WITH THE PROVISION OF THE GOODS, SERVICES AND/OR DELIVERABLES UNDER THIS AGREEMENT AND/OR THE PO; (II) ANY CLAIM THAT, WOULD CONSTITUTE A BREACH OF PERSONAL DATA OR ANY SUPPLIER WARRANTY CONTAINED HEREIN; (III) ANY ACT OR OMISSION OF OR FAILURE TO COMPLY WITH APPLICABLE LAWS, RULES OR REGULATIONS BY SUPPLIER OR PERSONNEL; (IV) ANY BREACH OF CONFIDENTIALITY OBLIGATIONS; (V) THE NEGLIGENT OR WILFUL ACTS OR OMISSIONS OF SUPPLIER, PERSONNEL, WHICH RESULTS IN ANY BODILY INJURY OR DEATH TO ANY PERSON OR LOSS, DISAPPEARANCE OR DAMAGE TO TANGIBLE OR INTANGIBLE PROPERTY; (VI) ANY CLAIMS OF PERSONNEL, SUPPLIER’S AFFILIATES, INCLUDING, BUT NOT LIMITED TO, THE PAYMENT OF SETTLEMENTS, JUDGMENTS, AND REASONABLE ATTORNEYS’ FEES. THE FOREGOING OBLIGATIONS ARE CONDITIONED ON THE SUPPLIER NOTIFYING OUTSYSTEMS PROMPTLY IN WRITING OF SUCH ACTIONS.

14. LIMITATION OF LIABILITY

14.1MUTUAL EXCLUSION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, GOODWILL OR MARKET CAPITALIZATION) ARISING FROM THIS AGREEMENT, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

14.2OUTSYSTEMS’ TOTAL AGGREGATE LIABILITY. OUTSYSTEMS’ TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT AND SUPPLIER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY OUTSYSTEMS’ NEGLIGENCE IN AN AMOUNT NOT TO EXCEED THE AMOUNTS PAID UNDER THIS AGREEMENT AND/OR APPLICABLE PO DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.

14.3EXCLUSIONS. THE LIMITATIONS OF LIABILITY SET FORTH IN SECTION 14.2 WILL NOT APPLY TO DIRECT DAMAGES DUE AS A RESULT OF OUTSYSTEMS’ FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.

14.4FORCE MAJEURE. No Party shall be liable for, or considered to be in breach of this Agreement on account of, any failure or delay in performance of any of its obligations under this Agreement if such failure or delay is due to acts of God, fires, flood, storm, explosions, earthquakes, acts of war or terrorism, riots, insurrection, pandemic, intervention of any government or authority or any other reason where the failure to perform is beyond the reasonable control of and not caused by the negligence or intentional acts or omissions of the non-performing Party.

15. GENERAL PROVISIONS

15.1Entire Agreement. This Agreement, including all addenda (if any) and all POs, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to, supplement or modification of this Agreement will be binding unless in writing and signed by duly authorized representatives of both Parties, except that OutSystems reserves the right at any time to update any terms and conditions referenced in this Agreement by means of a hyperlink, to reasonably reflect the forward evolution of its operating processes to remain in line with industry standards. The Supplier acknowledges and agrees that it has had the opportunity to review all the documents contained in a URL prior to executing this Agreement, which it can print for its internal records. Any terms or conditions contained in any acknowledgment, invoice, or other communication of Supplier which are inconsistent with the terms and conditions of this Agreement and/or set forth on the PO are hereby rejected. In case of conflicts, discrepancies, errors or omissions among the Agreement, any addenda, and any PO, the documents and amendments to them shall take precedence and govern in the following order: (a) any PO; (b) any Supplier Documents; (c) addenda (if any); and (d) this Agreement.

15.2Headings. The caption and the headings to clauses, sections, parts, paragraphs, and PO are inserted for convenience only and shall be ignored in interpreting this Agreement.

15.3Contracting OutSystems Company, Governing Law and Jurisdiction. The webpage available at www.outsystems.com/legal/governing-law-jurisdiction sets forth, based on where Supplier is domiciled: (a) the OutSystems entity with which Supplier is contracting under this Agreement and to which Supplier shall direct notices pursuant to Section 15.7 of this Agreement; (b) the governing law applicable to this Agreement, including any lawsuit or disputes arising out of or in connection with it, without giving effect to any choice or conflict of law provision or rule; and (c) which courts can adjudicate any such lawsuit. The Parties agree that neither the Uniform Computer Information Transaction Act nor the United Nations Convention for the International Sale of Goods will apply to this Agreement.

15.4Supplier Code of Conduct. Supplier agrees to observe and comply with the OutSystems Supplier Code of Conduct (“Code”) which sets forth the responsible business practices and high standards of conduct expected of OutSystems' suppliers and third parties. This Code emphasizes OutSystems ongoing commitment to ethics, integrity, sustainability and compliance with laws and regulations including prohibitions against human trafficking, bribery, and corruption. OutSystems Supplier Code of Conduct can be found at https://www.outsystems.com/legal/supplier-code-of-conduct/.

15.5Compliance with Laws. The Parties agree that, in connection with the performance of this Agreement, each Party and its Personnel shall comply with all laws applicable to such Party’s respective performance under this Agreement, including without limitation all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (“FCPA”) and the UK Bribery Act 2010, anti-money laundering laws, antitrust laws, economic sanctions laws, export control laws, data protection and data privacy laws, and modern slavery and human trafficking laws. Notwithstanding Section 11.2 (“Termination for Cause”) above, OutSystems shall have the right to terminate this Agreement, without notice and without liability, for any breach or reasonable belief that there has been a breach of this clause.

15.6Export and Sanctions Laws. Supplier, its Personnel, and Supplier Affiliates agree that Supplier’s Goods, Services, and/or Deliverables, and the delivery and provision of such Goods, Services, and/or Deliverables will comply with all applicable export control and trade sanctions laws, rules and regulations, including the regulations promulgated by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) and the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) (collectively, "Export Laws"). Supplier represents and warrants that Supplier is not: (i) located or resident in a country or territory that is subject to comprehensive U.S. trade sanctions or other significant trade restrictions (including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea region, Donetsk People’s Republic region, and Luhansk People’s Republic region of Ukraine) (collectively, the “Sanctioned Countries”); or (ii) identified on any U.S. government restricted party lists (including without limitation the Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, administered by OFAC, and the Denied Party List, Entity List and Unverified List, administered by BIS) (collectively, the “Restricted Party Lists”). Supplier further certifies that Supplier will not, directly or indirectly, export, re-export, transfer the Goods, Services, and/or Deliverables in violation of the Export Laws, or with any purpose prohibited by the same Export Laws, in any Sanctioned Country, to any person or entity on a Restricted Party List, or for any nuclear, chemical, missile or biological weapons related end uses. Notwithstanding Section 11.2 (“Termination for Cause”) above, OutSystems shall have the right to terminate this Agreement, without notice and without liability, for any breach of this clause.

15.7Notices. Any notice, consent, approval, or other communication intended to have legal effect to be given under this Agreement (“Notices”) must be in writing and will be delivered (as elected by the Party giving such notice): (i) if provided to OutSystems, by email to legal@outsystems.com, or if provided to Supplier, to the email address of the Supplier provided in the Purchase Order; (ii) by registered mail; or (iii) by overnight courier with proof of signature upon delivery. Unless otherwise provided in this Agreement, all Notices will be deemed effective on the date of receipt (or if delivery is refused, the date of such refusal) if delivered by registered mail and at 9.00 am of the next business day after the date of the transmission by email. Notices under this Agreement will be sent to the contact and addresses set forth in the signature sections of this Agreement and/or in the applicable PO. Either Party may change the address to which Notices shall be sent by giving Notice to the other Party in the manner provided in this Section 15.7. Notices shall be written in the English language.

15.8Relationship of Parties. The Parties are independent contractors, not agents, employees or joint ventures of one another, and do not have any authority to bind the other Party, by contract or otherwise, to any obligation. Neither Party will represent to the contrary, either expressly, implicitly, by appearance or otherwise.

15.9Assignment. This Agreement is not assignable or transferable by either Party without the prior written consent of the other Party, which shall not be unreasonably withheld, except that OutSystems may freely assign or transfer this Agreement, related POs or any part thereof to any company that is an Affiliate or as a result of a merger or a sale of all or a substantial part of its assets or share capital. Any attempt by either Party to assign or transfer this Agreement in violation of this Section 15.9 shall be void.

15.10Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement (including all POs and addenda, if applicable), or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the remainder of this Agreement or of the provision will continue in full force and effect, except to the extent such invalid provision or part of provision relates to essential aspects of the Agreement. The Parties agree that such provision or portion thereof shall be substituted by a provision with an equivalent legal and economic effect.

15.11Waivers of Rights. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in writing signed by a duly authorized representative on behalf of the Party claimed to have waived. No provision of any order or other form employed or provided by Supplier will supersede the terms and conditions of this Agreement and any PO executed with Supplier, and any such document relating to this Agreement and any PO shall be for administrative purposes only and shall have no legal effect other than to evidence Supplier’s acceptance of any PO.

15.12Survival. Clauses and/or Sections 8 (“Intellectual Property Rights”), 9 (“Confidential Information and Personal Data”), 11.4 (“Effect of Termination”), 13 (“Indemnification”), 14 (“Limitation of Liability”), and 15 (“General Provisions”) of this Agreement shall survive termination, without prejudice to other obligations that, pursuant to the applicable law or to this Agreement, shall also remain in force after termination date.

15.13Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same Agreement, notwithstanding the fact that all Parties are not signatories to the original or the same counterpart. The Parties agree that this Agreement may be delivered by electronic signature (e.g., DocuSign, in portable data format – PDF – or in any other digital mean of identifying that party’s identity and approval of the counterpart) by any or both Parties, in which case all Parties agree to rely on the receipt of such document so executed and delivered by electronic means as if the original had been received. The Parties warrant and represent that such electronic signature is valid and legally binding in jurisdictions they may respectively be subject to, and they waive any potential right or claim against the validity of this Agreement on the basis of its electronic signature.

THE UNDERSIGNED REPRESENT AND WARRANT THAT THEY HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE PERSON, ENTITY OR CORPORATION LISTED ABOVE THEIR NAME.