Predictant Standard Order Terms and Conditions

Last updated: 8th July 2025

This Application collects some Personal Data from its Users.The following applies to the purchase of goods (“Goods”) and services (“Services”) set forth in the Purchase Order (‘Order”). This Order is between the Vendor/Subcontractor (“Vendor”) and Predictant LLC. (“Predictant”). This Order becomes a valid and binding obligation of the parties upon the earlier of (i) ten (10) business days after the issue date printed on the Order unless Vendor/Subcontractor notifies Predictant prior to the expiration of such ten-day period that this Order is rejected by Vendor/Subcontractor; (ii) Vendor/Subcontractor’s approval of this Order by email or other written acknowledgment to Predictant, or (iii) Vendor/Subcontractor commencing performance under this Order. Except for terms expressly agreed to in a writing signed by an authorized Predictant representative, any terms that contradict the printed terms of this Order, and any preprinted term and condition on any Vendor/Subcontractor quote or communication for conditions of sale, are not valid.

1. Payment and Invoices

All invoices submitted to Predictant must include the Purchase Order Number. Predictant will pay any undisputed amounts according to the payment terms on the Order after receipt of a valid, approved invoice. Vendor/Subcontractor shall not invoice Predictant until Goods have been delivered or Services rendered and accepted by Predictant. The prices for Goods and Services on the front are complete and include, without limitation: purchase price, taxes, shipping, packaging, labelling, custom duties, storage and insurance. Vendor/Subcontractor must submit all invoices to Predictant within three (3) months following delivery or completion of the Goods or Services. Predictant will not pay and will not be responsible for any invoices submitted after the expiration of such three-month period.

2. Delivery and Acceptance

All shipping, completion and delivery dates are firm. Shipment of Goods will be D.D.P. destination, unless otherwise set forth on the Order. Vendor/Subcontractor will ship freight prepaid. Vendor/Subcontractor must suitably pack or otherwise prepare for shipment of all Goods to prevent damage in transfer. Vendor/Subcontractor must comply with all carrier requirements. Predictant may test or inspect all Goods or Services delivered, but Predictant’s inspection, testing or payment (or lack of inspection, testing or payment) is not an acceptance of Goods or Services or waiver of any right or warranty and does not preclude Predictant from rejecting defective Goods or Services. Predictant shall communicate its rejection or acceptance (“Acceptance”) of Goods and/or Services within thirty (30) days following delivery of Goods or final completion of Services, as the case may be. Except for such Goods deemed accepted if placed into commercial service without notice of Acceptance by Predictant, Goods or Services not accepted within such thirty-day period shall be deemed rejected.

3. Confidentiality

Any and all information, including this Order, learned by Vendor/Subcontractor concerning the business or affairs of Predictant shall be treated as confidential both during the term of this Order, and after termination. Any such information shall not be disclosed to any other person, firm or corporation without the express written consent of Predictant. Vendor/Subcontractor agrees that it will not refer to the existence of this Order in press releases, advertising or materials distributed to prospective customers without the express written consent of Predictant, which consent may be withheld in its sole discretion. In addition, Vendor/Subcontractor shall, with respect to any information, including this Order, received from Predictant or its agents; (i) Hold such information in strict confidence and use the same only in connection with the Services provided hereunder. (ii) Take such precautions as shall be reasonably necessary to keep such information confidential, and prevent unauthorized disclosure of such information by Vendor/Subcontractor’s employees and agents; and (iii) Return, or discard, at Predictant’s option, any physical or written records containing such information, whether such records were supplied by Predictant or prepared by Vendor/Subcontractor. Vendor/Subcontractor may retain one copy for archival purposes where required by law.

4. Warrenties and Certain Covenants

a. Vendor/Subcontractor warrants and covenants that all Goods and Services delivered shall:
(i) conform with this Order and all specifications; (ii) with respect to Goods only, be free from defects in materials, workmanship and design; (iii) with respect to Goods only, be free from liens, restrictions, reservations, security interests or encumbrances; (iv) with respect to Goods only, be suitable for, and perform in accordance with, the particular purposes (A) for which they were purchased by Predictant and (B) for which they were designed, manufactured or constructed; (v) with respect to Services only, will be provided by individuals who have the expertise, skills, training, and professional education to perform the Services in a professional manner. The warranty period for Goods and Services shall be the longer of: i) the warranty period stated in this Order, the Specifications, or the applicable OEM warranty, ii) two (2) years after Acceptance; or iii) one (1) year after Vendor/Subcontractor cured any deficient workmanship discovered during the requisite warranty period. The warranty period in all cases shall commence upon Acceptance. b. Vendor/Subcontractor will, at Predictant’s request and without additional expense to Predictant, promptly correct defects or substitute non-conforming Goods and Services. If Vendor/Subcontractor does not promptly correct defects or replace non-conforming Goods or Services, Predictant, after written notice to Vendor/Subcontractor, may make corrections or replace non-conforming Goods or Services and charge Vendor/Subcontractor for costs incurred. c. Vendor/Subcontractor warrants that neither Goods nor Services, nor Predictant’s use of Goods or Services shall infringe any patent, copyright, trademark, service mark, intellectual property rights or the misappropriation of any trade secret or the violation of a right of publicity or a nondisclosure obligation.

5. Indemnification

Vendor/Subcontractor shall indemnify and hold harmless Predictant and, in the case of a subcontractor relationship, Predictant’s client under the operative prime contract, and their respective affiliates, and the directors, officers, shareholders, agents and employees of any of them (collectively, “lndemnitees”), from and against any fine, penalty, loss, cost (including reasonable attorneys’ fees), damage, injury, claim, expense or liability (collectively “Liabilities”), including but not limited to, liabilities resulting from or related to (i) breach by Vendor/Subcontractor of these Standard Order Terms and Conditions, including any warranty or representations by Vendor/Subcontractor hereunder, (ii) Vendor/Subcontractor’s acts or omissions leading to injury to or death of any person, or damage to, or loss or destruction of, any property, and (iii) Vendor/Subcontractor’s negligent performance or nonperformance under this Order, whether directly or by its subcontractors or Vendor/Subcontractor’s personnel, except for that portion of liabilities directly caused by the gross negligence or willful misconduct of Predictant.

6. Proprietary Rights

Vendor/Subcontractor must promptly disclose and assign to Predictant all intellectual property generated, conceived or developed under this Order, including but not limited to, inventions, discoveries, designs, developments, improvements and innovations conceived or reduced to practice as a result of this Order, and any resulting patents and other proprietary or intellectual property rights related thereto. Any work of authorship in any form of expression, including but not limited to, manuals and software development under this Order, are works for hire and belong exclusively to Predictant. If by operation of law, the ownership of works for hire does not automatically vest in Predictant, Vendor/Subcontractor hereby assigns and agrees to assign ownership to Predictant. Vendor/Subcontractor warrants to Predictant that Vendor/Subcontractor’s employees are subject to agreements that will secure Predictant’s right under this Order.

7. Termination

Predictant may at any time terminate for convenience further performance of all or part of the Order by giving written notice to Vendor/Subcontractor. Such termination shall be without liability of any kind to Predictant if communicated to Vendor/Subcontractor thirty (30) days prior to scheduled delivery of Goods or at any time prior to performance of Services or delivery of Goods. If Vendor/Subcontractor, for any reason, fails to ship or deliver Goods or perform Services within the time specified in this Order, Predictant, without liability (except for Goods and Services previously delivered and accepted), may terminate this Order in whole or in part, by written notice to Vendor/Subcontractor, and Vendor/Subcontractor will be liable to Predictant for any damages that Predictant incurs due to non- performance, including the excess cost for substitute Goods or Services.

8. Limitation of Predictants Liabiliy

PREDICTANT SHALL NOT BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL (INCLUDING BUT NOT LIMITED TO, LOST PROFIT), SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF RELATING TO THIS ORDER. PREDICTANT’S LIABILITY FOR ANY CLAIM OF ANY KIND ARISING OUT OF OR RELATING TO THIS ORDER WILL NOT EXCEED THE PRICE OF THE GOODS OR SERVICES GIVING RISE TO THE CLAIM.

9. Subcontractors

Vendor/Subcontractor may, at its own expense, employ professional service providers, contractors, engineers, or other subcontractors, or professionals, (collectively referred to herein as “Second Tier Subcontractors”), as it deems necessary or advisable in the performance of its obligations hereunder. No such delegation by Vendor/Subcontractor, or consent by Predictant, shall relieve Vendor/Subcontractor of any of its obligations hereunder, and Vendor/Subcontractor shall remain fully liable for the performance of the Services hereunder as if no Second Tier Subcontractor had been employed.

10. Vendor/Subtractor Releases

If reasonably requested by Predictant, Vendor/Subcontractor shall furnish to Predictant final releases of lien in a form reasonably required by Predictant from Vendor/Subcontractor, its Second Tier Subcontractors and any other person who may lawfully claim a lien through Vendor/Subcontractor. To the extent required by law, such release shall be deemed to arise solely for liens in connection with Goods and/ or Services for which Vendor/Subcontractor (for itself and on behalf of its Second Tier Subcontractors) has received payment from Predictant.

11. Insurance

Prior to commencing work hereunder, Vendor/Subcontractor and its Second Tier Subcontractors (prior to their use) agree to maintain policies of insurance that include, but are not limited to, general commercial liability insurance covering its performance under this Order, worker’s compensation insurance to comply with applicable law, employer liability insurance and automobile insurance. All insurance policies will have limits of at least $1,000,000 per occurrence. If applicable, professional errors and omissions liability insurance policy of not less than $2,000,000 per occurrence. The limits specified shall not act to limit the liability of Vendor/Subcontractor or the indemnification obligation of Vendor/Subcontractor to Predictant. Prior to performing any Services, Vendor/Subcontractor must obtain the required minimum insurance and provide Certificate(s) of Insurance to Predictant showing coverage and limits not less than the minimum amounts shown herein. All policies of insurance shall contain a waiver of subrogation in favor of Predictant. Predictant must be listed as an additional insured under the primary and excess insurance policy(s), with the exception of Workers Compensation and Professional Liability.

12. Applicable Law, Forum Selection, Attorney’s Fees

This Order shall be governed by, subject to and construed according to the laws of the State of North Carolina without regard to conflict of laws provisions. Vendor/Subcontractor hereby expressly consents to the jurisdiction of the federal and state courts located in Wake County, North Carolina with respect to any legal action relating to or arising from this Order. The prevailing party in any formal dispute shall be entitled to recover reasonable attorneys’ fees and other legal costs from the non-prevailing party.

13. General

a. No change, amendment or modification of this Order will be effective unless in writing and signed by an authorized representative of Predictant and Vendor/Subcontractor, respectively. b. Vendor/Subcontractor shall not, without Predictant’s prior written consent, assign all or any part of this Order. c. Predictant’s remedies under this Order, in law and equity, are cumulative and may be exercised concurrently or separately. d. The invalidity in whole or in part of any provision of this Order will not affect the validity of any other provision. e. Failure by Predictant to insist upon strict performance by Vendor/Subcontractor of any of its obligations under this Order will not waive any subsequent or other defect or failure to perform by Vendor/Subcontractor. f. Vendor/Subcontractor is an independent contractor and not an agent or employee of Predictant or of any of its affiliates. Vendor/Subcontractor is solely responsible for paying wages, salaries, fringe benefits and any other compensation to or claimed by Vendor/Subcontractor’s employees. g. Predictant has the right to offset any amount owed by Vendor/Subcontractor to Predictant under this Order or any other agreement against any amount owed by Predictant to the Vendor/Subcontractor under this Order. h. Written communications to Predictant should be sent to Predictant, LLC., 6521 Meridien Drive, Raleigh, NC 27616. Attn: Legal Dept. Email:predfinance@predictant.io i. Vendor/Subcontractor shall (a) comply and cause its Second Tier Subcontractors to comply with all applicable federal, state and local laws, ordinances, regulations and orders with respect to its performance of the Services, including, without limitation, any labor, non-discrimination and equal opportunity in employment laws, ordinances, regulations and orders (b) file all reports relating to the services to be performed hereunder (including, without limitation, tax returns), (c) pay all filing fees and federal, state and local taxes applicable to Vendor/Subcontractor’s business as the same shall become due, and (d) pay all amounts required under local, state and federal workers’ compensation acts, disability benefit acts, unemployment insurance acts and other employee benefit acts when due.