IMPORTANT: Tier and pricing updates will take effect January 1, 2024. Please see the updated table.
Service Agreement for Supply Chain Platform for Information and Process Management Service (Rev 2 Feb 28, 2022).
This Service Agreement for Supply Chain Platform for Information and Process Management Service (“Service Agreement”), dated as of the Effective Date, is by and between Exostar LLC, a Delaware limited liability company (“Exostar”), and the undersigned (“Subscriber”) (each a “Party” and, collectively, the “Parties”).
The Parties intending to be legally bound agree as follows:
1. Definitions
a. Unless the context otherwise requires or as otherwise defined herein, capitalized terms used herein shall have the meanings set forth below:
- “Content” means Descriptive Information that is supplied for use in .
- “Effective Date” means the date set forth above the signature lines
- “General Terms and Conditions” means the document containing the general terms and conditions for use of the Exostar Platform. The General Terms and Conditions are binding on the Subscriber as part of this Service Agreement and are incorporated herein by
- “Service” or “SCP Service”, for purposes of this Service Agreement, means the order management services offered by Exostar allowing suppliers to handle Customer transactions over the Internet, including accepting, responding, and planning
b. Each of the following terms is defined in the Section opposite such term: Term Section
| Term | Section |
|---|---|
| Annual SCP Subscription Fee | Schedule A |
| Party | Preamble |
| Subscriber | Preamble |
c. Terms not otherwise defined herein shall have the meanings set forth in the General Terms and Conditions.
2. Acceptance of the Agreement
Subscriber hereby agrees to be legally bound by this Service Agreement and General Terms and Conditions. IF SUBSCRIBER DOES NOT AGREE TO THE TERMS OF THIS SERVICE AGREEMENT, SUBSCRIBER MAY NOT ACCESS THE SERVICE.
3. Permitted Use. Subscriber may use the Services to: (1) interact with Customers, including two-way use of another party’s electronic and IT systems, (2) sell goods or services on the Exostar Platform, or (3) determine whether to sell goods or services. Subscriber may not transfer, lease, loan, resell for profit, distribute or otherwise grant any rights in the Service in any form to any third party, including commercial time-sharing, rental or service bureau use.
4. Customer Requests
a. Exostar agrees to promptly notify Subscriber if Subscriber’s Customer notifies Exostar that it wants to buy goods or services from Subscriber via the Exostar Platform. In Exostar’s notification to Subscriber, Exostar will specify, to the extent Exostar is able to determine: (1) the name of the Customer submitting the request, and (2) the information (or the Content), if any, requested by the Customer and Customer’s instructions to the Subscriber for transmission of the requested information (or Content). Solely for purpose of this Service Agreement, the term “information” as used in this Section 4 is intended to refer to purchase orders and similar materials.
b. After Subscriber receives Exostar’s notification (described in Subsection a), Subscriber must notify Exostar in writing whether Subscriber accepts or rejects the Customer’s request in the manner set forth below:
i. To accept the Customer’s request, Subscriber must notify Exostar of Subscriber’s acceptance and deliver any requested information (or Content), if any.
ii. To reject the Customer’s request, Subscriber must notify Exostar of Subscriber’s.
c. If Subscriber does not accept or reject (as provided herein) within the time period previously agreed upon by Subscriber and Subscriber’s Customer, Subscriber will be deemed to have rejected or accepted the request as per the agreement between Subscriber and Subscriber’s Customer; provided, however, if Subscriber and Subscriber’s Customer have no time period within which a request must be accepted or rejected or no agreement as to acceptance or rejection of Customer requests, then the request will be neither accepted nor
If Subscriber accepts the Customer’s request and Content is required, Subscriber agrees to promptly deliver the required Content to Exostar in an electronic format that includes the product part number and extension, unit of measure, an abbreviated description of the product, price of the product, currency code and additional recommended or necessary data fields. If the Content is not provided as specified, Exostar may return it to Subscriber for correction. Subscriber understands that certain Content may require Subscriber to enter into a Service Agreement with Exostar to deliver the requested Content and failure to do so may prevent the required Content from being delivered. Notwithstanding the foregoing, both Parties also understand that execution of this Agreement is not intended to obligate Subscriber to enter into a ServiceAgreement. The making of such third party payments will in no way entitle the third party to utilize the Service.
d. Subscriber Representations and Warranties
i. A Subscriber shall be required to sign or electronically agree to a document (e.g., a subscriber agreement) containing the requirements the Subscriber shall meet respecting protection of any private key and use of the certificate before being issued the certificate.
ii. Subscriber shall protect its private keys at all times, in accordance with this policy, as stipulated in their certificate acceptance agreements, and local procedures; and
iii. Subscriber shall abide by all the terms, conditions, and restrictions levied on the use of its private keys and certificates.
e. The fees for the use of the Services are set forth in Schedule A attached here.
f. Subscriber agrees to calculate and pay all taxes, duties or charges of any kind (including withholding or value added taxes) that may be imposed by any federal, state, local, national, provincial or other governmental entity for Subscriber’s use of the Services, excluding only those taxes based solely on Exostar’s property or net income. Subscriber agrees to hold Exostar harmless and indemnify Exostar from all claims and liabilities that arise from Subscriber’s failure to report or pay any such taxes, including duties, tariffs or charges.
g. Payment terms are due upon receipt.
h. Subscriber agrees that Subscriber will not, for any reason, subtract or offset any amounts Exostar may owe Subscriber from any fees or charges that Subscriber owes Exostar.
5. Length of Agreement. The initial term of this Service Agreement is for a period of twelve (12) months commencing on the Effective Date. Unless sooner terminated, Subscriber’s subscription, and Subscriber’s membership, will automatically renew for succeeding twelve (12) month periods, each beginning at the end of the preceding twelve (12) month period unless either party notifies the other in writing at least thirty (30) days prior to the expiration of the then-current term of its intent not to renew.
6. Termination of Services
a. In addition to other termination rights in the General Terms and Conditions, either party may terminate the Service upon thirty (30) days’ prior written notice to the other Party.
b. If the Services are terminated for any reason: (1) Exostar has the right to immediately discontinue Subscriber’s access to the Services and to remove Subscriber’s Descriptive Information, if any, from the Exostar Platform, (2) Exostar has the right to immediately discontinue Subscriber’s access to the Exostar Platform if Subscriber have not subscribed to any other service on the Exostar Platform, (3) Subscriber agrees to promptly discontinue using the Services, and to discontinue using any Confidential Information that Exostar have given to Subscriber relating to the Services, (4) each Party agrees to promptly discontinue using the other Party’s intellectual property in connection with the Services.
7. Miscellaneous and Modifications
a. The General Terms and Conditions are incorporated herein by reference.
b. In addition to those provisions referred to under the title “Entire Agreement; Survival” in the General Terms and Conditions, the provisions contained in this Service Agreement relating to ownership, payment, indemnity, confidentiality, and use restrictions survive termination or expiration of this Service Agreement.
To sign and fill out the form, click here to download a copy. Service Agreement for Supply Chain Platform
Schedule A
Exostar offers eight (8) levels of membership, which are based on a tiered pricing structure associated with the volume of transactions your organization exchanges using SCP-BAE, BSCP, MOD, SCMP (787) and RSCP. Nine (9) months after your registration is submitted, your membership level is assessed based on the number of transactions you have exchanged during that 9-month period. You are invoiced at the appropriate level at that time. You are invoiced in advance for all subsequent years of membership. Your subscription is valid for 12 months from the date of registration or renewal. For information on how to pay SCP membership invoices, click here.
Current Pricing
(a) The fee for twelve (12) months of billable transactions using the Services is as follows (collectively, the “Annual SCP Subscription Fee”) (effective January 1, 2024).
| Subscription Tier | Tier Begin | Tier End | Price |
|---|---|---|---|
| Unlimited | 6,001 | 10,000 | $8,500 |
| Platinum | 3,001 | 6,000 | $5,775 |
| Diamond | 1,501 | 3,000 | $4,200 |
| Gold | 1,001 | 1,500 | $2,050 |
| Silver | 501 | 1,000 | $1,630 |
| Bronze | 101 | 500 | $1,525 |
| Copper | 26 | 100 | $340 |
| Free | 0 | 25 | $0 |
(b) Subscriber’s level of Annual SCP Subscription Fee will be calculated by Exostar from Subscriber’s historical (twelve-month) transaction In the first year of use of Service with billable transaction levels Subscriber’s Annual SCP Subscription Fee will be calculated by Exostar at the time of invoice generation and extrapolated to a forecasted twelve-month transaction count, if a full twelve-month transaction history has not occurred. This fee, in arrears, will be payable at the conclusion of the Subscriber’s first twelve-month service period. All future years must be paid in advance. The levels of service are referred to in the table above.
(c) Not less than thirty (30) days prior to the end of Subscriber’s initial twelve (12) month service period under this Service Agreement, Subscriber will be notified of the pricing for the subsequent twelve (12) month service period. Unless sooner terminated, this Service Agreement will automatically renew for succeeding twelve (12) month periods, each beginning at the end of the preceding twelve (12) month period, unless either party notifies the other at least thirty (30) days prior to the expiration of the then-current term of its intent not to renew.
(d) For Subscriber’s first twelve (12) month service period with billable transactions, Subscriber’s Annual SCP Subscription Fee is due and payable no later than the date on which the Service renews, and begins its second twelve-month service period. After Subscriber’s first twelve-month service period, Subscriber’s Annual SCP Subscription Fee is due upon such renewal date. The Annual SCP Subscription Fee shall be in effect for twelve (12) months from the Effective Date of this Service Agreement. Non-payment of Subscriber’s Annual SCP Subscription Fee, or any amounts owed as a result of any adjustment of Subscriber’s Annual SCP Subscription Fee, may result in the suspension of Subscriber’s access to the SCP service and may result in the imposition of a service fee (of an amount not to exceed $50) for reinstatement.
(e) Notwithstanding the foregoing, if Subscriber’s applicable annual fee is $0.00, invoices will not be sent unless and until the Subscriber’s annual fee for its applicable membership level rises above $0.00. In other words, Exostar will not send $0.00.
Transaction Type Definitions
| Transaction Types | Definition |
|---|---|
| Discrete Purchase Orders and Purchase Order Changes | Firm material requirements through order creations and change orders |
| Blanket Purchase Orders, Blanket PO Changes | General material requirements through a blanket agreement |
| Blanket Releases | Firm release of goods (quantity & date) against a blanket order – typically based on MRP schedule |
| Schedule Agreements | Contains fixed delivery dates and quantities. These dates are contained in the schedule lines for the scheduling agreements |
| EDC Notifications | The Expedite Defer Cancel (EDC) process allows for buyers to send out requested planning changes to the suppliers when needs for materials have been modified from the original agreement in the Purchase Order Change |
| Advance Ship Notices | Material goods shipment notification |
| Goods Receipts | Material goods receipt information |
| Invoices | Financial settlement information |
| Forecasts, Planning Schedules | Buyer’s forecast schedule for collaboration items |
| Long Term Forecasts, Long Term Plan Schedules | Buyer’s Long Term forecast schedule for collaboration items |
| Inventory Status | Inventory view at plant or hub |
| Pull Requests | Firm release of goods (quantity & date) against a blanket order – typically based on inventory levels and consumption |
| VMI Inventory Status | Vendor Managed Inventory view at plant or hub |
| Shipment to Hub | Material goods shipment notification to hub |
| Hub Receipts | Material goods receipt information from hub |