Vendr Buyer Satisfaction Refund Policy

Subject to the terms and conditions contained in this Vendr Buyer Satisfaction Refund Policy, Customer may be entitled to a refund (a “Refund”) on a third party supplier contract (the “Third Party Contract”) for the purchase of products and/or services (the “Products”) purchased by Customer from a Vendr Verified seller (a “Seller”) via the Vendr Verified Seller Partner Program (the “Program”).

Customer’s eligibility for, and Vendr’s obligation to provide, the Refund is contingent upon the following:

• Customer is a current Vendr customer with an active buyer subscription and is in full compliance with the
  terms of its respective master services agreement;
• Customer fully terminate the Third Party Contract with Seller;
• The First Year ARR (defined below) for the Third Party Contract must be less than $1,000,000;
• Customer must have paid the Seller in full for the annual subscription and provided Vendr proof of such
  payment;
• Customer must have fully implemented and launched the Products and used the Products for a minimum of
  ninety (90) days;
• Customer (i) completes and submits a questionnaire provided by Vendr relating to the particular
  transaction; and (ii) participates in a thirty minute exit interview related to the transaction;
• Customer provides the Third Party Contract to Vendr within two (2) weeks from the purchase date; and
• Vendr verifies the termination of the Third Party Contract.

The Refund will be calculated as follows*:

• First year annual contract revenue value (exclusive of one-time fees, including, without limitation,
  implementation costs, discounts and similar) (the “First Year ARR”);
• Less a pro-rated amount for the time period from the date of termination of the Third Party Contract (the
  “Proration”); and
• All Refunds provided as a Vendr credit only for a maximum Refund of $50,000 per Third Party Contract.

For illustrative purposes only,

• Customer purchased software from a Seller for $100,000 per year for two (2) years for a total contract value of $200,000. Customer implemented the software and used it for 90 days. Customer filled out a questionnaire and requested a Refund six (6) months after the subscription start date;
• First Year ARR ($100,000) minus the Proration ($100,000/12 months x 6 months of use ($50,000) = $50,000 Refund.

The following events (including without limitation) do not trigger or entitle Customer to a Refund:

• The Seller ceases to do business;
• Customer terminates contract for convenience or is otherwise provided any other remedy pursuant to the Third Party Contract;
• Customer determines the Product no longer fits the Customer’s business needs for any reason;
• A need to reduce the contract size or license count due to a reorganization or any other business reason.

In the event the Customer is entitled to a Refund (i) to the extent applicable, this shall not reduce or affect the Actual Spend or Realized Savings (as defined in the Master Services Agreement between Vendr and Customer). Vendr may modify or discontinue this Policy at any time without notice in Vendr’s sole discretion. All Vendr credits are subject to and governed by the Vendr Cash Rewards Program Terms and Conditions available in the Vendr Platform.

*If applicable, the Refund will deduct any applicable Vendr credit (f/k/a Vendr Cash) amount used on the initial purchase.