MAS - Altana Technologies USG Inc. - 47QTCA24D0070

General Services Administration Federal Acquisition Service

Authorized Federal Supply Schedule FSS Price List

Online access to contract ordering information, terms and conditions, pricing, and the option to create an electronic delivery order are available through GSA Advantage!®. The website for

GSA Advantage!® is: https://www.GSAAdvantage.gov.

Multiple Award Schedule FSC Group: Information Technology

FSC Class: DG10, 7A21

Contract Number: 47QTCA24D0070

Altana Technologies USG Inc.

700 14th St NW, Ste 510 Washington, DC 20005

Telephone: 929-507-1373 www.altana.ai

Contract Administrator: Charlie Kindermann, gsa@altana.ai

Contract Period: March 27, 2024 – March 26, 2029

Business Size/Status: Small Business

Pricelist current as of modification #PS-0007 effective July 1, 2025

For more information on ordering go to the following website: https://www.gsa.gov/schedules.

Prices shown herein are NET (discount deducted).

https://www.gsaadvantage.gov/ mailto:gsa@altana.ai https://www.gsa.gov/schedules

47QTCA24D0070 Page i

TABLE OF CONTENTS

CUSTOMER INFORMATION

SIN 54151ECOM ELECTRONIC COMMERCE AND SUBSCRIPTION SERVICES

SIN 511210 SOFTWARE LICENSES

ALTANA TECHNOLOGIES USG INC. END USER LICENSE AGREEMENT (EULA)

47QTCA24D0070 Page 1

CUSTOMER INFORMATION

1a. Table of awarded special item number(s) with appropriate cross reference to item descriptions and awarded price(s):

SINs Recovery SIN Title

54151ECOM 54151ECOMRC /

54151ECOMSTLOC Electronic Commerce and Subscription Services

511210 511210RC /

511210STLOC Software Licenses

OLM OLMRC

OLMSTLOC Order-Level Materials (OLM)

1b. Identification of the lowest priced model number and lowest unit price for that model for each special item number awarded in the contract. This price is the Government price based on a unit of one, exclusive of any quantity/dollar volume, prompt payment, or any other concession affecting price.

Those contracts that have unit prices based on the geographic location of the customer, should show the range of the lowest price, and cite the areas to which the prices apply:

Please refer to our rates on pages #4-11

1c. If the Contractor is proposing hourly rates, a description of all corresponding commercial job titles, experience, functional responsibility and education for those types of employees or subcontractors who will perform services shall be provided. If hourly rates are not applicable, indicate “Not applicable” for this item:

Not Applicable

2. Maximum Order:

SINs 54151ECOM & 511210: $500,000

SIN OLM: $250,000

3. Minimum Order: $100.00

4. Geographic coverage (delivery area). Domestic

5. Point(s) of Production (city, county, and State or foreign country):

Same as Company Address

6. Discount from List Prices or statement of net price:

Government Net Prices (discounts already deducted.)

7. Quantity Discounts: Additional 1% discount for orders over $350,000

8. Prompt Payment Terms: Net 30 days

Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions

9. Foreign Items (list items by country of origin): Not Applicable

47QTCA24D0070 Page 2

10a. Time of Delivery: As Negotiated between Altana Technologies USG

Inc. and the Ordering Activity.

10b. Expedited Delivery: As Negotiated between Altana Technologies USG

Inc. and the Ordering Activity.

10c. Overnight and 2-Day Delivery: As Negotiated between Altana Technologies USG

Inc. and the Ordering Activity.

10d. Urgent Requirements: As Negotiated between Altana Technologies USG

Inc. and the Ordering Activity.

11. F.O.B. Point(s): Destination

12a. Ordering Address(es): Altana Technologies USG Inc.

700 14th St NW, STE 510 Washington, DC 20005 929-507-1373

12b. Ordering Procedures: See Federal Acquisition Regulation (FAR) 8.405-3.

13. Payment Address(es): Altana Technologies USG Inc.

700 14th St NW, STE 510 Washington, DC 20005 929-507-1373

14. Warranty Provision: Standard Commercial Warranty Terms &

Conditions

15. Export Packing Charges, if applicable: Not Applicable

16. Terms and conditions of rental, maintenance, and repair (if applicable):

17. Terms and conditions of installation (if applicable):

18a. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices (if applicable):

18b. Terms and conditions for any other services (if

19. List of service and distribution points (if

20. List of participating dealers (if applicable): Not Applicable

21. Preventive maintenance (if applicable) Not Applicable

47QTCA24D0070 Page 3

22a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants):

22b. If applicable, indicate that Section 508 compliance information is available for the information and communications technology (ICT) products and services offered and show where full details can be found (e.g., Contractor’s website or other location). ICT accessibility standards can be found at https://www.section508.gov/.

23. Unique Entity Identifier (UEI) Number: TRT5JBUD3WM1

24. Altana Technologies USG Inc. is registered and active in the System for Award Management (SAM).

https://www.section508.gov/

47QTCA24D0070 Page 4

SIN 54151ECOM ELECTRONIC COMMERCE AND SUBSCRIPTION SERVICES

The rates are inclusive of the Industrial Funding Fee (IFF) of 0.75%.

SIN MFR

PART NO PRODUCT NAME PRODUCT DESCRIPTION UOI GSA PRICE

(with IFF)

54151ECOM AT-01 Atlas

The Atlas is a dynamic, intelligent map of the global supply chain.

Through federated learning, the Atlas leverages a proprietary knowledge graph drawing on the vast quantities of public and nonpublic data and enabling a multi-tier searchable map of the global supply chain for all physical goods. Per Customer. Price per 12-months.

YR $2,241,813.60

54151ECOM AT-CDF-

Atlas Continuous Data Fusion - Third Party Data

The Atlas platform incorporates manifold data sets--consisting of hundreds of millions of corporate entities, more than a hundred million supplier-buyer relationships, and billions of shipments--and new data sets can be added to meet individual customer requirements through the platform-enabled continuous data fusion. Additional data sets could include government data, sensitive data, or third-party data sources.

Integration of third-party data sources, on a per data-source basis.

Price per 12-months.

YR $224,181.36

54151ECOM AT-CDF-

Atlas Continuous Data Fusion - Customer Data

The Atlas platform incorporates manifold data sets--consisting of hundreds of millions of corporate entities, more than a hundred million supplier-buyer relationships, and billions of shipments--and new data sets can be added to meet individual customer requirements through the platform-enabled continuous data fusion. Additional data sets could include government data, sensitive data, or third-party data sources.

Integrate organization data with the Atlas. Price per 12-months.

YR $896,725.44

47QTCA24D0070 Page 5

(with IFF)

54151ECOM AT-CDF-

Atlas Continuous Data Fusion - Highly Complex Data

The Atlas platform incorporates manifold data sets--consisting of hundreds of millions of corporate entities, more than a hundred million supplier-buyer relationships, and billions of shipments--and new data sets can be added to meet individual customer requirements through the platform-enabled continuous data fusion. Additional data sets could include government data, sensitive data, or third-party data sources.

Integrate highly-complex data with the Atlas. Price per 12-months.

YR $4,483,627.20

54151ECOM AT-VC-100 Atlas Value Chains -

The Atlas is capable of delineating dynamic value chains--the sequence of component parts leading to finished goods--and their respective supply chains. Altana addresses these value chains based on the number of first-tier suppliers of the products specified by the customer. 100 Tier- 1s. Price per 12-months.

YR $89,672.54

54151ECOM AT-VC-1K Atlas Value Chains - 1,000

The Atlas is capable of delineating dynamic value chains--the sequence of component parts leading to finished goods--and their respective supply chains. Altana addresses these value chains based on the number of first-tier suppliers of the products specified by the customer. 1,000 Tier-1s. Price per 12-months.

YR $448,362.72

54151ECOM AT-VC-10K Atlas Value Chains - 10,000

The Atlas is capable of delineating dynamic value chains--the sequence of component parts leading to finished goods--and their respective supply chains. Altana addresses these value chains based on the number of first-tier suppliers of the products specified by the customer. 10,000 Tier-1s. Price per 12-months.

YR $717,380.35

47QTCA24D0070 Page 6

(with IFF)

54151ECOM AT-VC-11K Atlas Value Chains - 100,000

The Atlas is capable of delineating dynamic value chains--the sequence of component parts leading to finished goods--and their respective supply chains. Altana addresses these value chains based on the number of first-tier suppliers of the products specified by the customer. 100,000 Tier-1s. Price per 12-months.

YR

$4,483,627.20

54151ECOM AT-FL-01 Atlas Lenses - Forced Labor

Atlas Lenses bring additional focus on supply chain use cases by layering capability such as models, analytics, dashboards, and risk scores. Forced Labor -- This lens identifies the likely use of forced labor in supply chains to satisfy regulations restricting imports containing forced labor in their production. Price per 12-months.

YR

$1,793,450.88

54151ECOM AT-CN-01 Atlas Lenses - Counternarcotics

Atlas Lenses bring additional focus on supply chain use cases by layering capability such as models, analytics, dashboards, and risk scores.

Counternarcotics -- This lens surfaces supply chain and business networks of relevance to illicit drug trafficking networks. Price per 12-months.

YR

$1,793,450.88

54151ECOM AT-DF-01 Atlas Lenses - Deforestation

Atlas Lenses bring additional focus on supply chain use cases by layering capability such as models, analytics, dashboards, and risk scores.

Deforestation -- This lens surfaces supply chain and business networks of relevance to goods associated with deforestation concerns such as illegal logging. Price per 12-months.

YR

$1,793,450.88

47QTCA24D0070 Page 7

(with IFF)

54151ECOM AT-MA-01 Atlas Lenses - Macro Analysis

Atlas Lenses bring additional focus on supply chain use cases by layering capability such as models, analytics, dashboards, and risk scores. Macro Analysis -- This lens provides aggregate analytics of the platform's data to give a macroview of supply chain and business relationships (e.g.

shipments, ownership, etc.). Price per 12-months.

YR $1,569,269.52

54151ECOM AT-CL-01 Atlas Lenses - Custom Lens

Atlas Lenses bring additional focus on supply chain use cases by layering capability such as models, analytics, dashboards, and risk scores. Custom Lens -- Altana is able to craft custom lenses for specific customer requirements. Price per 12-months.

YR $3,586,901.76

47QTCA24D0070 Page 8

SIN 511210 SOFTWARE LICENSES

The rates are inclusive of the Industrial Funding Fee (IFF) of 0.75%.

SIN MFR PART NO PRODUCT NAME PRODUCT DESCRIPTION UOI GSA PRICE

(with IFF)

511210 AT-01-TL Atlas

The Atlas is a dynamic, intelligent map of the global supply chain.

Through federated learning, the Atlas leverages a proprietary knowledge graph drawing on the vast quantities of public and nonpublic data and enabling a multi-tier searchable map of the global supply chain for all physical goods. Per Customer. Price for a 12-month term license.

YR $2,241,813.60

511210 AT-CDF-01-TL

Atlas Continuous Data Fusion - Third Party Data

The Atlas platform incorporates manifold data sets--consisting of hundreds of millions of corporate entities, more than a hundred million supplier-buyer relationships, and billions of shipments--and new data sets can be added to meet individual customer requirements through the platform-enabled continuous data fusion. Additional data sets could include government data, sensitive data, or third-party data sources.

Integration of third-party data sources, on a per data-source basis.

Price for a 12-month term license.

YR $224,181.36

511210 AT-CDF-02-TL

Atlas Continuous Data Fusion - Customer Data

The Atlas platform incorporates manifold data sets--consisting of hundreds of millions of corporate entities, more than a hundred million supplier-buyer relationships, and billions of shipments--and new data sets can be added to meet individual customer requirements through the platform-enabled continuous data fusion. Additional data sets could include government data, sensitive data, or third-party data sources.

Integrate organization data with the Atlas. Price for a 12-month term license.

YR $896,725.44

47QTCA24D0070 Page 9

511210 AT-CDF-03-TL

Atlas Continuous Data Fusion - Highly Complex Data

The Atlas platform incorporates manifold data sets--consisting of hundreds of millions of corporate entities, more than a hundred million supplier-buyer relationships, and billions of shipments--and new data sets can be added to meet individual customer requirements through the platform-enabled continuous data fusion. Additional data sets could include government data, sensitive data, or third-party data sources.

Integrate highly-complex data with the Atlas. Price for a 12-month term license.

YR $4,483,627.20

511210 AT-VC-100-TL Atlas Value Chains -

The Atlas is capable of delineating dynamic value chains--the sequence of component parts leading to finished goods--and their respective supply chains. Altana addresses these value chains based on the number of first-tier suppliers of the products specified by the customer. 100 Tier- 1s. Price for a 12-month term license.

YR $89,672.54

511210 AT-VC-1K-TL Atlas Value Chains - 1,000

The Atlas is capable of delineating dynamic value chains--the sequence of component parts leading to finished goods--and their respective supply chains. Altana addresses these value chains based on the number of first-tier suppliers of the products specified by the customer. 1,000 Tier-1s. Price for a 12-month term license.

YR $448,362.72

511210 AT-VC-10K-TL Atlas Value Chains - 10,000

The Atlas is capable of delineating dynamic value chains--the sequence of component parts leading to finished goods--and their respective supply chains. Altana addresses these value chains based on the number of first-tier suppliers of the products specified by the customer. 10,000 Tier-1s. Price for a 12-month term license.

YR $717,380.35

47QTCA24D0070 Page 10

511210 AT-VC-11K-TL Atlas Value Chains - 100,000

The Atlas is capable of delineating dynamic value chains--the sequence of component parts leading to finished goods--and their respective supply chains. Altana addresses these value chains based on the number of first-tier suppliers of the products specified by the customer. 100,000 Tier-1s. Price for a 12-month term license.

YR

$4,483,627.20

511210 AT-FL-01-TL Atlas Lenses - Forced Labor

Atlas Lenses bring additional focus on supply chain use cases by layering capability such as models, analytics, dashboards, and risk scores. Forced Labor -- This lens identifies the likely use of forced labor in supply chains to satisfy regulations restricting imports containing forced labor in their production. Price for a 12-month term license.

YR

$1,793,450.88

511210 AT-CN-01-TL Atlas Lenses - Counternarcotics

Atlas Lenses bring additional focus on supply chain use cases by layering capability such as models, analytics, dashboards, and risk scores.

Counternarcotics -- This lens surfaces supply chain and business networks of relevance to illicit drug trafficking networks. Price for a 12-month term license.

YR

$1,793,450.88

511210 AT-DF-01-TL Atlas Lenses - Deforestation

Atlas Lenses bring additional focus on supply chain use cases by layering capability such as models, analytics, dashboards, and risk scores.

Deforestation -- This lens surfaces supply chain and business networks of relevance to goods associated with deforestation concerns such as illegal logging. Price for a 12-month term license.

YR

$1,793,450.88

47QTCA24D0070 Page 11

511210 AT-MA-01-TL Atlas Lenses - Macro Analysis

Atlas Lenses bring additional focus on supply chain use cases by layering capability such as models, analytics, dashboards, and risk scores. Macro Analysis -- This lens provides aggregate analytics of the platform's data to give a macroview of supply chain and business relationships (e.g.

shipments, ownership, etc.). Price for a 12-month term license.

YR $1,569,269.52

511210 AT-CL-01-TL Atlas Lenses - Custom Lens

Atlas Lenses bring additional focus on supply chain use cases by layering capability such as models, analytics, dashboards, and risk scores. Custom Lens -- Altana is able to craft custom lenses for specific customer requirements. Price for a 12-month term license.

YR $3,586,901.76

47QTCA24D0070 Page 12

ALTANA TECHNOLOGIES USG INC. END USER LICENSE AGREEMENT (EULA)

TERMS AND CONDITIONS

1. DEFINITIONS. Capitalized terms have the meanings as set off in quotation marks and defined in this Agreement.

1.1 “Access Period” means the subscription period for the applicable Selected Module set forth in the Cover Page.

1.2 “Altana ID” means a unique identifier applied by the Altana Platform to each entity for which data is received by the Altana Platform.

1.3 “Altana IP” means (i) the Altana Platform; (ii) any and all inventions, works of authorship, data, and developments, and work product conceived, created, written, or generated by or on behalf of Altana, including in connection with Altana’s performance of the Services hereunder; (iii) all data owned or controlled by or on behalf of Altana and all Third Party Data; (iv) all Analytics; (v) Documentation; and (vi) except Customer APIs, all APIs and other code or software that enables connection to or interoperability with the foregoing (i)-(vi); (vii) all updates, bug fixes, error corrections or other enhancements to the foregoing (i)-(vi) or any portion or component thereof, including changes to schemas, system architectures, weights, functions, configuration, machine learning parameters, and imputed or predicted data links, elements and attributes; and (viii) any successors, equivalents, compilations or derivatives (including derivative works) of the foregoing (i)-(vii).

1.4 “Altana Platform” means Altana’s machine learning and predictive analytics platform, including (i) the data asset derived by Altana by sourcing, transforming or connecting Firmographic Elements, Third Party Data and other data developed, sourced or collected by Altana; and (ii) the data management and machine learning systems, inclusive of their configuration, weights and architecture, that are owned, licensed, or otherwise controlled by Altana, operated and hosted by or for Altana on Altana’s or its third party hosting provider’s servers, that could or do interoperate with Customer Systems, and provide for the linking of Customer Data with other data. For clarity, the Altana Platform includes those certain limited subsets of features, capabilities, and data of the Altana Platform provided to Customer in connection with the Selected Modules.

1.5 “Analytics” means calculations, measurements, machine learning-based signals, scores, imputed or predicted data links, elements and attributes, aggregations, recommendations, time series, or other information produced by the Altana Platform.

1.6 “Customer Data” means data provided by Customer to Altana, including any data procured or licensed by or on behalf of Customer and delivered to Altana by a third party.

1.7 “Customer System” means Customer’s internal website(s), systems, servers and other equipment and software used in the conduct of its business, including the Designated Applications.

1.8 “Documentation” means the descriptions, instructions, specifications, materials, and user documentation made available to Customer by Altana for use in connection with the Services as amended or updated by Altana from time to time in its discretion.

1.9 “Intellectual Property Rights” means all intellectual property rights or other proprietary rights, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing in any jurisdiction in the world.

1.10 “Services” means Altana’s provision of the Selected Modules to Customer for the applicable Access Period(s).

1.11 “Third Party Data” means data sourced from non- Customer, third parties, including proprietary data sources, public data sources, and non-public data and any representation or derivative thereof.

1.12 “Users” means employees, agents, and contractors of Customer who are authorized by Customer to use the Services.

2. ALTANA PLATFORM.

2.1 Access and Use. Subject to Customer’s continued

compliance with this Agreement, Altana hereby grants to Customer during the applicable Access Period(s) a limited, non-exclusive, revocable, non-transferable permission, without the right to grant further permissions, for its Users to access and use the Services, in accordance with the Documentation, solely for the Use Purpose. Customer will not have the right to access or use the Altana Platform or any other Altana IP except for the access and use of the Services provided in this Section 2.1.

2.2 Customer System Interoperability. Customer will

provide Altana with reasonable access to the Customer System as required to implement the Services, including with API’s as necessary to enable the Services to interoperate with the Designated Application. Customer will not change such APIs without Altana’s advance consent (which will not be unreasonably withheld). To the extent Altana develops APIs or other interoperability software that incorporates Customer Confidential Information (“Custom APIs”), Customer will retain ownership of such Confidential Information and Altana will only use such Custom APIs during the Term to provide the Services to Customer under this Agreement. Customer may use the Documentation or other Confidential Information provided by Altana to develop APIs, code, or other software to enable interoperability and communication with the Services (“Customer APIs”), provided, however, that to the extent such Customer APIs incorporate, use, or rely on Documentation or other Altana Confidential Information provided by Altana, Customer will only use such Customer APIs during the Term and solely for the purpose of accessing the Services in accordance with this Agreement.

2.3 Third Party Data. Customer understands and agrees

that the availability of certain Third Party Data will vary from time to time and Altana is not responsible for the availability or accuracy of any Third Party Data. Certain Third Party Data will only be made available to Customer under certain Selected Modules, as applicable, or as otherwise agreed by the parties.

2.4 Use Restrictions. Customer will not, directly or

indirectly, and Customer will not permit any User or third party, to, or attempt to (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of Altana IP; (ii) modify, translate, or create derivative works based on any element of Altana IP; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Services or Altana IP; (iv) use the Services or Altana IP for timesharing purposes or otherwise for the benefit of any person or entity other than for the benefit of Customer; (v) remove or alter any proprietary notices from Altana IP; (vi) except in non-substantial quantities solely as necessary for Customer’s internal decision-making, operational, or compliance purposes, download or copy to any Customer System the Altana IDs, 47QTCA24D0070 Page 13

Analytics, or any other Altana IP; (vii) use the Services or Altana IP for any purpose other than its intended purpose; (viii) interfere with or disrupt the integrity or performance of the Services or Altana IP; (ix) attempt to gain unauthorized access to Altana IP; (x) except as expressly permitted herein, sell, resell, publish, display, distribute, disclose, use or incorporate into other materials or services any of the Services or Altana IP; or (xi) use the Services or Altana IP as the basis for developing, or otherwise in connection with, competitive solutions, services, or materials (or facilitate, contract or engage with, a third party to do so) (collectively, the “Use Restrictions”).

2.5 Suspension. Notwithstanding anything to the contrary

in this Agreement, Altana may suspend Customer’s or any User’s access to any portion or all of the Services for a period of time reasonably determined by Altana if: (i) Altana reasonably determines or suspects that there is a threat or attack on the Altana Platform; (ii) Customer’s use of the Services or Altana IP violates the Use Restrictions; (iii) Customer is in breach of its payment obligations herein; or (iv) Altana determines in good faith that Altana’s provision of the Services to Customer may be prohibited by applicable law (each a “Services Suspension”).

Altana will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur as a result of a Services Suspension.

3. CUSTOMER OBLIGATIONS.

3.1 Customer Systems. Customer will, at its own cost and

expense, procure and provide all equipment, operating systems, servers (including cloud hosting, if applicable), and software needed for Customer to use and access the Services, including all connections from the Designated Applications and other Customer Systems to the Services. Except as specifically set forth herein, Altana is not responsible for supplying any hardware, software or other equipment to Customer under this Agreement.

3.2 Users. Customer is responsible and liable for all uses of the Services or Altana IP resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Users, and any act or omission by a User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer.

4. PROPRIETARY RIGHTS.

4.1 Ownership of Altana IP. Customer acknowledges that

Altana IP and all Intellectual Property Rights therein, are the sole and exclusive property of Altana and its licensors. Except with respect to Customer Data in the form as provided to Altana, which is subject to the license granted to Altana in Section 5.4, to the extent Customer has or obtains any right, title or interest in or to Altana IP, Customer hereby irrevocably assigns all such right, title and interest to Altana without any duty to account or pay royalties to Customer or any third party.

4.2 Ownership of Customer System and Data. Altana

acknowledges that Customer Data and the Customer System and all Intellectual Property Rights therein, are the sole and exclusive property of Customer and its licensors.

4.3 License to Customer Data. Customer hereby grants to

Altana a limited right and license, during the Term, to access and use Customer Data to the extent necessary to provide the Services.

4.4 Reservation of Rights. All rights not expressly granted

hereunder are reserved by each of Customer and Altana.

4.5 Software and Data Rights. For greater certainty, , the

software and technical data which comprise the Altana Platform were both developed entirely at private expense and accordingly are provided to the U.S. Government, via Customer, with restricted and limited rights respectively. The following legends are applicable and shall be applied to any physical or electronic documents or other media produced for end users:

(a) “Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013.”

(b) “The technical data is submitted with limited rights under Government Contract No. [ ]. These data may not be used, duplicated, or disclosed except as permitted by the Limited Rights clause at DFARS 252.227-7013.”.

5. CONFIDENTIALITY.

5.1 Confidential Information. Subject to and without

limiting the permissions and license grants expressly set forth herein or, for clarity, the Use Restrictions on Customer, each party agrees to maintain, using no less than a reasonable degree of care, all information, documents, or materials received from the other party pursuant to this Agreement in confidence (“Confidential Information”), and agrees not to use any such information for any purpose, or disclose any such information to any person, except

(i) to the extent necessary or reasonably required to exercise its rights or perform its obligations hereunder; or (ii) to the extent necessary to comply with applicable law or to respond to a valid court order, law, rule or regulation. Each party may disclose the Confidential Information of the other party to its personnel, provided such have a need to know such information and are bound by confidentiality obligations at least as protective as those set forth in this Section. If compelled to disclose the other party’s Confidential Information due to court order, law, rule, or regulation, the compelled party will immediately notify the other party and will cooperate with the other party’s efforts to prevent, limit, or protect as confidential such disclosure. Altana Confidential Information includes the terms of this Agreement and Altana IP. Customer Confidential Information includes Customer Data.

6. REPRESENTATIONS AND WARRANTIES.

6.1 Mutual Representations and Warranties. Each party

individually represents, warrants, and covenants that: (i) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation; (ii) it does not have any contractual or other limitations that would result in a breach of contract or other limitation to the party’s grant of rights, permissions, or licenses herein or performance of its obligations in this Agreement; (iii) it has the legal power to enter into this Agreement; and (iv) it will at all times comply with all applicable laws, codes, rules, and regulations.

6.2 Disclaimer of Warranties. ALTANA EXPRESSLY

DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING

IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE

SERVICES AND ALTANA IP ARE PROVIDED ON AN “AS IS” AND “AS

AVAILABLE” BASIS. ALTANA DOES NOT REPRESENT OR WARRANT

THAT ANY THIRD PARTY DATA, THE SERVICES, OR ALTANA IP ARE

ACCURATE, ADEQUATE, COMPLETE, RELIABLE, CURRENT OR

ERROR-FREE.

6.3 Disclaimer Regarding Reports. Customer acknowledges

and agrees that (i) due to the dynamic nature of global supply chains, the limitations of third party reporting and public data, and Altana’s evolving data coverage, the information contained in any report or other materials provided by Altana and its technologies may not be reliable, accurate, complete, current, or error-free and therefore is provided on an as-is and as available

47QTCA24D0070 Page 14 basis; (ii) as a result, such information is not designed, or fit, to serve as the basis for any legal action or transaction, and does not assert the existence or absence of any risk related to, or degree of compliance with, any transaction, contract, law, rule, or regulation (e.g. 19 U.S.C. §1307 (Forced Labor)); (iii) such information is provided solely for informational purposes and does not constitute legal advice and is not a substitute for professional inquiry, research, expertise, or judgement; and (iv) Altana is not responsible and will not be held liable for the action or inaction of any person or entity resulting from access to or use of such information.

7. LIMITATION OF LIABILITY.

7.1 No Consequential Damages. EXCEPT WITH RESPECT TO

EACH PARTY’S CONFIDENTIALITY OBLIGATIONS HEREIN, EACH

PARTY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL,

SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY

DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST

PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR

IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY

HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ALTANA WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT

OF SUBSTITUTE GOODS OR SERVICES.

7.2 Limits on Liability. EXCEPT WITH RESPECT TO EACH

PARTY’S CONFIDENTIALITY OBLIGATIONS HEREIN, EACH PARTY

WILL NOT BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES

GREATER THAN THE GREATER OF (I) TEN U.S. DOLLARS ($10) AND

(II) THE SUM OF THE AMOUNTS HAVING THEN ACTUALLY BEEN

PAID BY CUSTOMER TO ALTANA UNDER THIS AGREEMENT

DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE

THE CLAIM AROSE, MINUS, IN ALL CIRCUMSTANCES, ANY

AMOUNTS PREVIOUSLY PAID (AS OF THE DATE OF SATISFACTION

OF SUCH LIABILITY) BY A PARTY TO THE OTHER PARTY IN

SATISFACTION OF ANY LIABILITY FOR DAMAGES UNDER THIS

AGREEMENT. SUBJECT TO THE PREVIOUS SENTENCE, EACH PARTY

RELEASES THE OTHER PARTY FROM ALL OBLIGATIONS, LIABILITY,

CLAIMS, OR DEMANDS RELATING TO ALTANA IP, THE SERVICES,

OR THIS AGREEMENT IN EXCESS OF THE LIMITATION PROVIDED

FOR IN THIS SECTION 9.2. THE LIMITATIONS IN THIS SECTION 9

WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY

APPLICABLE LAW AND WILL APPLY EVEN IF AN EXCLUSIVE OR

LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL

PURPOSE. Customer acknowledges and agrees that Altana’s performance of its obligations hereunder will be reduced to the extent that such performance is hindered, delayed, or prevented by any act, omission, failure to perform, or breach of this Agreement by Customer.

8. MISCELLANEOUS.

8.1 Force Majeure. If the performance of this Agreement

or any obligation hereunder is prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving prompt notice to the other party, will be excused from such performance to the extent of such prevention, restriction or interference.

8.2 Waiver. The failure of any party to insist upon strict

performance of any provision of this Agreement will not be construed as a waiver of any subsequent breach of the same or similar nature. If any provision of this Agreement is determined to be invalid, unenforceable or illegal, then such determination does not affect the validity enforceability, or legality of the other provisions contained herein, all of which remain in full force and effect.

8.3 Cumulative Remedies. Except as may be expressly

stated herein, the remedies stated under this Agreement are cumulative and do not exclude other remedies to which a party is lawfully entitled.

8.4 Assignment. Neither party may assign its rights or

obligations under this Agreement, whether voluntarily or by operation of law or otherwise, without the other party’s prior written consent. Notwithstanding the foregoing, either party, upon written notice to the other party, may assign this Agreement in connection with an acquisition, sale or transfer of all or substantially all of its assets, stock or business by sale, merger, consolidation, or similar transaction. Any purported assignment or transfer in violation of this section is void.

8.5 No Third Party Beneficiaries. Nothing in this Agreement

is intended to or will confer upon any person or entity, other than the parties hereto and their permitted assigns and authorized successors, any legal or equitable right, benefit, or remedy of any kind under this Agreement.

8.6 Survival. This Section and Sections 1 (Definitions), 2

(Altana Platform), 4 (Proprietary Rights), 5 (Confidentiality), 6 (Representations and Warranties), 7 (Limitation of Liability), and 11 (Miscellaneous), as well as any accrued obligations, will survive any termination or expiration of this Agreement.

8.7 Independent Contractor. Altana is an independent

contractor to Customer. There is no relationship of agency, partnership, joint venture, employment, or franchise between the parties. Neither party has the authority to bind the other or to incur any obligation on its behalf.

8.8 Counterparts; Electronic Signature. This Agreement

may be executed in any number of counterparts and via facsimile or electronic signature and pdf, and all such counterparts taken together will be deemed to constitute one and the same original instrument.

8.9 Interpretation. The terms “e.g.,” “such as,” “include,”

“includes,” and “including” are not limiting and are deemed to be followed by the words “without limitation.” The terms “herein,” “hereto,” “hereunder” and terms of similar import refer to this Agreement in its entirety and not to any particular provision of this Agreement. Except where the context otherwise requires, wherever used, the word “or” is used in the inclusive sense (and/or).

8.10 Notice. Any notices required under this Agreement will

be directed to the physical addresses or email addresses of the parties shown on the Cover Page, or such other address as communicated in writing to the other party from time to time. All notices are effective upon receipt.