This Agreement is entered into as of ______________________ (the “Effective Date”).
This Agreement sets out the terms on which Sourceably provides the Client with access to its platform and services. Please review carefully before signing.
This Client Subscription Agreement (“Agreement”) is entered into by and between:
Sourceably and the Client are each a “Party” and together the “Parties.”
Sourceably operates an online, workflow-based Software-as-a-Service platform that functions as a global customer and supplier collaboration marketplace, supporting the publishing of requirements, RFP/RFQ/RFI processes, full-cycle contracting, award and acceptance workflows, vendor pre-assessment and evaluation, an auditable messaging system, project resource management, invoicing, billing and payment processes, a cybersecurity self-assessment framework, and related advisory services (collectively, the “Services”). The Client wishes to subscribe to and use the Services on the terms set out in this Agreement.
This Agreement incorporates by reference the Sourceably Terms & Conditions and the Sourceably Privacy Policy, each as updated from time to time (together, the “Incorporated Documents”). By signing this Agreement, the Client agrees to be bound by the Incorporated Documents. In the event of a conflict, the order of precedence is: (1) this Agreement; (2) the Terms & Conditions; (3) the Privacy Policy.
Subject to the Client’s compliance with this Agreement and payment of applicable fees, Sourceably grants the Client a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the Subscription Term for the Client’s internal business purposes. The Client may authorize its personnel to use the Services as Users, and the Client is responsible for their compliance with this Agreement.
Where offered, a free trial allows the Client to evaluate the Services. Free-trial access is provided “as is,” may be limited in scope, and may be modified or withdrawn by Sourceably at any time. Continued use after a free trial requires a paid Subscription.
The Client shall pay the Subscription fees for the plan selected, on a monthly or yearly basis as applicable. Fees are payable in advance unless otherwise agreed in writing. All Subscription fees are non-refundable, in whole or in part, whether billed monthly or yearly, including for unused periods, except where a non-refundable policy is prohibited by applicable law. Sourceably may change fees on a prospective basis, applicable to renewals and new Subscriptions.
If the Client uses the marketplace to publish a project and selects a particular Supplier, the Client must use the Services to award the contract and shall pay Sourceably a commission equal to 2.3% of the awarded contract value.
The Client may choose not to use the award function within Sourceably. In that case, the Client and the relevant Supplier shall not establish an external contract with one another for the purpose of avoiding the 2.3% commission. Sourceably reserves the right to audit both parties at any time. If Sourceably determines that circumvention has occurred, the party engaged in such conduct shall pay Sourceably a penalty of US $250,000, in addition to any commission owed and any other remedies available to Sourceably.
Before a Supplier accepts an award, the Client is expected to deposit 20% of the total contract amount into escrow through the Services, to be held and released in accordance with the applicable escrow terms and engagement milestones.
A Supplier is under no obligation to accept a contract, even after the Client has awarded the project. An award does not create a binding engagement until accepted by the Supplier. Sourceably is not a party to, and does not guarantee, any engagement between the Client and a Supplier.
This Agreement begins on the Effective Date and continues for the Subscription Term selected by the Client, renewing in accordance with the plan unless terminated. If the Client terminates its Subscription, the Client retains access to the Services until the end of the paid Subscription window. Thereafter, the Client’s data will be available in read-only form for three (3) months, after which it will be permanently purged and cannot be recovered; re-registration will not restore previously purged data. Sourceably may suspend or terminate access for breach, non-payment, or conduct harmful to the Services or other users.
Each Party shall comply with applicable data protection laws. Sourceably processes personal data as described in the Privacy Policy and operates primarily under the data protection laws of the United States. Sourceably retains financial and transactional records as required by U.S. law, including recordkeeping consistent with U.S. Internal Revenue Service (IRS) expectations.
As between the Parties, Sourceably owns all rights in the Services, including its software, workflows, designs, and internal processes. The Client shall not recreate, replicate, copy, reverse engineer, or otherwise reproduce the ideas, methods, workflows, or internal processes implemented within Sourceably, nor use them to build or assist in building a competing product or service. The Client retains ownership of its Content and grants Sourceably a non-exclusive license to host, process, display, and transmit that Content solely to provide and improve the Services.
Each Party shall keep the other Party’s non-public information confidential, use it only in connection with this Agreement, and not disclose it except as permitted herein or required by law. This obligation survives termination and does not apply to information that is public through no fault of the receiving Party, independently developed, or rightfully obtained from a third party.
Any cybersecurity self-assessment framework and advisory services (including support toward certifications such as ISO 27001, SOC 2, GDPR, and PIPEDA) are provided for informational and advisory purposes only. Sourceably is not a certification body, does not guarantee any certification or security outcome, and responsibility for the Client’s security controls and compliance remains with the Client.
The Services are provided on an “AS IS” and “AS AVAILABLE” basis. To the maximum extent permitted by law, Sourceably disclaims all warranties, express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and does not warrant that the Services will be uninterrupted, error-free, or secure, or that any engagement will produce a particular outcome.
To the maximum extent permitted by law, Sourceably shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunities. Sourceably’s total aggregate liability arising out of or relating to this Agreement or the Services shall not exceed the Subscription fees actually paid by the Client to Sourceably in the three (3) months immediately preceding the event giving rise to the claim. Sourceably is not responsible for the acts, omissions, or performance of any Supplier or for any dispute between the Client and a Supplier.
The Client shall defend, indemnify, and hold harmless Sourceably and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) the Client’s use of the Services; (b) the Client’s Content; (c) the Client’s breach of this Agreement or applicable law; (d) the Client’s engagements, contracts, or disputes with any Supplier; and (e) the Client’s infringement of the rights of any third party. This obligation survives termination.
Sourceably reserves the right, at any time and upon reasonable notice, to audit the Client to verify compliance with this Agreement, including the award, commission, escrow, and anti-circumvention provisions. The Client shall cooperate with any such audit and provide reasonably requested records. These audit rights are in addition to any other rights or remedies of Sourceably.
This Agreement is governed by the laws of the State of New York and the applicable laws of the United States, without regard to conflict-of-laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the State of New York. Nothing herein limits Sourceably’s right to seek injunctive or equitable relief.
This Agreement, together with the Incorporated Documents and any order or plan selection, constitutes the entire agreement between the Parties regarding the Services and supersedes all prior agreements on that subject. If any provision is held unenforceable, the remainder remains in effect and the provision is enforced to the maximum extent permitted. No waiver is effective unless in writing. The Client may not assign this Agreement without Sourceably’s prior written consent; Sourceably may assign it. Neither Party is liable for delays or failures caused by events beyond its reasonable control. Notices shall be sent to the addresses set out above or as later designated in writing.