Supplier Data Network Addendum

1. Introduction

1.1 This Supplier Data Network Addendum (this “Addendum”) supplements and is made a part of the Platform Access Agreement (the “Agreement”) between Redica Systems, Inc., a Delaware corporation (“Redica”, “Us”, or “We”), and an individual or entity (“You”) who accesses or uses Redica’s Services. Capitalized terms used but not defined in this Addendum shall have the meaning ascribed to them in the Agreement. This Addendum applies to You, and You agree to be bound by the terms and conditions of this Addendum in addition to the terms of the Agreement, if You access or use the portion of the Services (hereinafter referred to as the “Data Network Services”) that collects and provides access to (i) reports and related data (collectively, “Audit Reports”) of audits (“Audits”) of Your suppliers and potential suppliers (“Suppliers”) to confirm that such Suppliers are complying with applicable standards and/or regulations (collectively, the “Audit Services”), (ii) other documents or files that may be provided incidental to or as part of the Audit Services (“Related Documents”), and (iii) documents that You as a Supplier provide to Redica outside of any Audit Services in order to, among other things, improve your supplier profile and demonstrate to buyers and potential buyers your level of quality (“Supplier Documents”). To the extent there is a conflict between this Addendum and any provision of the Agreement, this Addendum shall govern.

2. Data Network Services

A. Audit Services

2.1 Permitted Use. You may access and use the Audit Services during the term of this Agreement in accordance with the Agreement, this Addendum, and any applicable Order Form between You and Redica solely (i) to claim Your public profile, if any, created by Redica in connection with the Audit Services, (ii) to provide Content to the Audit Services for distribution to other Redica users in accordance with the Agreement, this Addendum, and Redica’s Supplier Network Access Guidelines and (iii) otherwise for Your internal business purposes. For purposes of clarity, the defined term “Content” in the Agreement includes Contributed Audits (as defined below) and Related Documents that You upload or otherwise provide to Us, and the defined term “Licensed Works” in the Agreement includes Audit Reports and Related Documents that We give you access to pursuant to this Addendum and any applicable Order Form.

2.2 Audit Services. Without limiting any other terms and conditions of the Agreement, the following terms apply to the Audit Services that are included in any Order Form that You enter into:

(i) In accordance with an applicable Order Form, You will be allotted credits that grant access to Audit Reports (“Credits”) in exchange for, and upon receipt of, payment of the applicable fee per Credit set forth in the Order Form. You may also earn Credits by providing Audits that you created or obtained from a third party separate and apart from the Audit Services (“Contributed Audits”) to Redica for resale to other Redica users, with appropriate redactions of sensitive information. Credits will be earned from Contributed Audits when such Contributed Audits are purchased by other Redica users. Redica will determine, in its sole and absolute discretion, whether a Contributed Audit is eligible for Credits and the number of Credits you will earn for each sale of a Contributed Audit on a case-by-case basis. We will provide a schedule from time to time setting forth the number of Credits required to access each Audit Report. Credits may be applied to Audit Reports from new audits that you request (“New Audits”) or from existing Audit Reports contained within the Audit Services (“Existing Audits”). We can share any New Audits with other users of the Services except for any portion of such New Audit that is specifically requested and paid for by You as an “Exclusive Audit” (in which case Redica will not add the exclusive portions of such Audit Report from such New Audit to its database or resell them without Your prior written approval). Redica will not perform a New Audit if there is a valid Existing Audit Report available within the Audit Services that meets Your requirements and that has been performed three years before Your request.

(ii) Credits are redeemed for New Audits when the New Audit is scheduled; provided, that if a scheduled New Audit is cancelled for reasons outside of Your reasonable control, the Credits for such New Audit shall become available to You again. For clarity, redeemed Credits will not become available again if You cancel a New Audit once scheduled. Credits are redeemed for Existing Audits when you are given access to the applicable Audit Report. Any Credits that remain unused at the end of the term specified in an applicable Order Form will roll over into a new term if such Order Form is renewed; provided, that Credits will expire six months after the end of the term in which such Credits were received. Upon termination of such Order Form, any unused Credits shall be forfeited.

(iii) Audits are conducted by independent, qualified, third-party auditors selected by Us (“Auditors”) in accordance with industry standards for such Audits.

(iv) Unless otherwise agreed by You and Us in writing, Audit Reports shall include the following:

• audit objectives;
• scope of the audit, in particular, the Supplier and the processes examined;
• name of the Auditor/s and the participants from the Supplier;
• dates and, if applicable, the location where the audit was carried out;
• audit criteria;
• audit findings and related supporting evidence;
• audit conclusions;
• statement of the extent to which the audit criteria have been met; and
• any unresolved differences of opinion between the Auditor and the Supplier.
• Auditor CV.
• declaration of independence.

(v) If a New Audit is requested, Redica shall cause the Auditors to (a) contact the applicable Supplier to request authorization for, and to schedule, such New Audit and (b) use commercially reasonable efforts to complete such New Audit within the time frame mutually agreed to in writing by You and Us; provided, that Redica shall not be responsible for any delays in completing such New Audit due to actions or inactions by You or the Supplier or by any cause outside of Redica’s control. We will endeavor to keep You reasonably informed of the progress and timing of New Audits.

(vi) If a New Audit indicates that corrective or preventative action is required by an Supplier, We will follow up with the Supplier to encourage such Supplier to submit a Corrective and Preventive Action Plan, (“CAPA Plan”) as soon as possible that includes the Supplier’s proposed corrective and preventive actions (“CAPAs“) and timeline for taking such actions. Following Our receipt of a CAPA Plan from an Supplier, CAPA information will be available within the Audit Services according to Your service plan levels. You will have access to ongoing tracking of CAPAs in accordance with Your service plan. Redica will conduct follow-ups based on the established timelines as set out in the CAPA Plan.

(vii) You may disclose Audit Reports only to the extent required by applicable law and in such case only to third parties that are subject to confidentiality obligations with respect to such Audit Reports that are at least as restrictive as those contained herein.

B. Data Network Services

2.3 The Data Network Services permit You as a Supplier to upload or otherwise provide Supplier Documents to Redica in connection with Your profile on Redica’s platform. Any Supplier Documents You upload or otherwise provide shall be deemed “Content” for purposes of the Agreement, and by providing Supplier Documents, You (i) agree to grant the rights in and to such Supplier Documents contemplated by Section 4 below and (ii) represent that the Supplier Documents are accurate, complete, up-to-date, and not misleading.

3. Term, Termination, and Suspension.

3.1 Term. This Addendum will remain in effect for the longer of i) the period of time you access or make use of the Audit Services; ii) for so long as you provide Content to Us; or iii) for so long as an Order Form remains in effect.

3.2 Termination. You may terminate this Agreement by ceasing all use of the Audit Services, ceasing all uploading or other provision of Content to Us, and, if you have entered an Order Form, by notifying us in writing of your desire to terminate the Agreement. In the event you terminate an Order Form prior to its expiration date, you will not receive a refund of amounts paid for any Credits, and you will not be relieved of any payment obligations from the Order Form. We may terminate this Agreement i) by ceasing to provide the Audit Services and, in the event that You have paid cash for any unused Credits, we will refund a prorated amount of your payment for unused Credits, or ii) if You have breached any term of this Agreement and failed to cure such breach within 5 days of our notice to You sent to the contact information you have provided in the Audit Services. Sections 4, 5, 6, 7, and 8 of this Addendum, as well as this sentence, will survive the termination of this Addendum.

3.3 Suspension. We may suspend Your use of the Audit Services, in our sole discretion, if we believe that i) You have violated any of the terms of this Addendum, or ii) Your user credentials have been compromised.

4. Intellectual property

4.1 General. The intellectual property provisions within the Agreement, including without limitation the licenses granted therein, apply to Content You upload or otherwise provide to Redica and to Licensed Works you receive access to pursuant to the Audit Services; provided, that certain types of Related Documents and Supplier Documents, as more fully described in Redica’s Supplier Network Access Guidelines, will not be shared with other Redica users without such Supplier’s prior written consent. Further, Redica shall own all right, title, and interest in and to data, compilations of data, data models, information or other materials derived by Us from Audit Reports, Related Documents, Supplier Documents, and other Content but that are not themselves identifiable Content (“Derived Works”), and Your license granted to Us in the Agreement includes, without limitation, a license to use Your Content and Related Documents to create Derived Works.

5. Limitation of Liability

5.1 Disclaimer. AS PART OF THE CONSIDERATION FOR THE AUDIT SERVICES PROVIDED UNDER THIS AGREEMENT AND, EXCEPT AS PROHIBITED BY LAW WE ARE NOT LIABLE (WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER FORM OF LIABILITY AND IRRESPECTIVE OF WHETHER YOU OR SOMEONE ELSE HAS INFORMED US OF THE POSSIBILITY OF SUCH LIABILITY) TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY INACCURATE DATA, INFORMATION OR CONTENT, LOSS OF DATA, CONTENT, INFORMATION, PROFITS OR REVENUES, RELATED TO THE AUDIT SERVICES.

5.2 Limitation. IN NO EVENT SHALL OUR LIABILITY UNDER THIS AGREEMENT EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, AN AMOUNT THAT IS THE LESSER OF (A) THE FEES FOR THE MOST RECENT 12 MONTH PERIOD THAT YOU PAID FOR THE AUDIT SERVICES, IF ANY, OR (B) USD $1,000.

5.3 Materiality and Survival. THIS LIMITATION OF LIABILITY IS A MATERIAL INDUCEMENT FOR US TO ENTER INTO THIS AGREEMENT AND IS INTENDED TO SURVIVE A FINDING BY A COURT OR ARBITER THAT THE EXCLUSIVE REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

6. Warranty; Disclaimer

6.1 Each party hereto represents and warrants that (a) it is duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its incorporation or other organization, (b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under the Agreement; (c) when executed/electronically accepted and delivered by both parties, the Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms, and (d) such party will comply with applicable law in performing its obligations and exercising its rights hereunder, including in connection with Your use of the Audit Services and any results of the Audit Services.

6.2 EXCEPT FOR ANY WARRANTIES THAT CANNOT BE EXCLUDED BY LAW, THE AUDIT SERVICES (INCLUDING CONTENT AND LICENSED WORKS) ARE PROVIDED SOLELY ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE DO NOT GUARANTEE THAT THE AUDIT SERVICES WILL BE UNINTERRUPTED OR THAT THEY ARE ERROR FREE. WE DISCLAIM ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES AND REPRESENTATIONS INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NONINFRINGEMENT.

6.3 You acknowledge and agree that Audit Reports are based on information provided by the Suppliers and collected by the Auditors. Redica does not certify or warrant the accuracy or completeness of such information or the conclusions contained in the Audit Reports. You are solely responsible for (a) evaluating the conclusions of any Audit Report and (b) for any actions You take, or elect not to take, as a result of Your use of the Audit Services.

7. Indemnification

7.1 Without limitation the indemnification provisions within the Agreement, You agree to defend, indemnify, and hold Us and Our affiliates, directors, officers, employees and agents harmless from and against any demands, loss, liability, claims, damages or expenses (including reasonable attorneys’ fees and costs), made against Us by any third party due to, arising out of, or related to (i) Your use of the Audit Services, (ii) any Content You use or distribute outside of the Site, and any Content You post, upload, or transmit within the Site, and (iii) Your breach of this Addendum.

8. General

8.1 Change. We may make changes to this Addendum from time to time at our sole discretion by updating by posting the updated Addendum to the Site and specifying the effective date of the new version of the Addendum. Your continued use of the Audit Services following the posted effective date of a new version of the Addendum constitutes your acceptance of any such changes. Accordingly, whenever you visit the Site, you should check to see if a new version of the Addendum has been posted.

8.2 Assignment. You may not assign this Addendum without our prior written consent. You agree that we may assign this Addendum, without your consent, to any affiliate of ours or to anyone who purchases Us, substantially all of our assets, or the Audit Services that you access or use.

8.3 Severability. If any provision of this Addendum is found by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement shall remain in effect.

8.4 Governing Law, Jurisdiction, Trial. This Addendum and the resolution of any dispute related to this Addendum or the Audit Services is governed by and construed in accordance with the laws of Delaware without giving effect to any principles of conflicts of law. Any legal action or proceeding between Us and You related to the Agreement will be brought exclusively in a federal or state court of competent jurisdiction sitting in the state of Delaware, United States, and You and We agree to submit to the personal and exclusive jurisdiction of such courts. We and You waive any right to a jury trial in connection with any action arising out of or related to this Addendum.

8.5 Waiver. Neither We nor You waive our respective rights to enforce a breach of this Addendum by virtue of having failed to enforce or having waived a previous breach of this Addendum.

8.6 Subcontractors. We have the right to use subcontractors, without notice to you or consent from you, to perform any part of the Audit Services or fulfill our other obligations under the Addendum.

8.7 Attorney’s Fees. In any action to enforce this Addendum, the prevailing party shall be entitled to attorneys’ fees and costs, in addition to such other damages as may be awarded.

8.8 Notice. You agree that We will provide notices and messages to you either using the Audit Services or to the contact information you provided us through your use of the Audit Services; consequently, You agree to keep Your contact information up to date. You agree to provide us legal notices at the following address:

Redica Systems, Inc.
Attention: Contracts Administrator
1905 Marketview Dr., Suite 205
Yorkville, IL 60560

Effective Date: April 24, 2025, Version 1.