Low Price Guarantee Policy

Subject to the terms and conditions contained in this Vendr Fair Price Guarantee Policy, Customer may be entitled to a refund (a “Refund”) on the purchase of products and/or services (the “Products”) purchased by Customer from a Vendr Verified seller (a “Seller”) via the 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;
• The First Year ARR (defined below) for the Contract must be less than $1,000,000;
• Customer must have paid the Seller in full for all payments due and owed through the respective date of
  termination of the Contract and provided Vendr proof of such payment;
• Customer has provided a quote or contract containing full itemized descriptions and pricing (the
  “Competitive Price”) between a third party and the same Seller for products and/or services that are of materially similar scale, pricing model, volume, features, contract duration and other factors Vendr reasonably determines in its sole discretion (the “Competing Contract”), or any other documentation as reasonably requested by Vendr;
• Customer provides the Third Party Contract to Vendr within thirty (30) days from the date of purchase; and
• Any Competing Contract and Competitive Price must be dated and provided to Vendr within the six (6) months preceding from the effective date of the 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”); and
• Less an amount of a Competing Contract (the “Deduction”).
• All Refunds are provided as a cash refund and the maximum Refund is $50,000.

For illustrative purposes only,

• Customer purchased software from a Seller for $100,000 for a one (1) year term for a total contract value of $100,000. Customer provided a Competing Contract with a one year contract value of $65,000;
• First Year ARR ($100,000) minus the Competing Contract ($65,000) = $35,000 difference between the Contract and the Competing Contract.

The following events do not trigger or entitle Customer to a Refund:

• The Seller ceases to do business;
• Customer terminates the Contract for any reason or is otherwise provided any other remedy pursuant to the
  Contract.

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 without notice at any time in Vendr’s sole discretion. If applicable, All Vendr credits are subject to and governed by the Vendr Cash 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.