Legendary Master Terms
URL: legendarysupplychain.com/legal/master-terms/
Version: 2026-1
Effective: June 12, 2026
Supersedes: None. This page replaces the Agreement Terms and Conditions previously attached to signed agreements as Exhibit 1.
Prior versions: None.
1. Applicability
These Master Terms apply when incorporated by reference into a signed Legendary Supply Chain Master Agreement or into an order document between Legendary Supply Chain, Inc. ("Legendary") and a customer ("Customer"). The version of these Master Terms cited in the agreement or order document governs for the initial term of each Schedule or order. At each renewal, the then-current published version applies, provided Legendary has identified the version change in the renewal notice.
2. Responsibilities of the Parties
a. Customer will provide access to facilities and personnel for on-site sessions and support when necessary.
b. Customer will provide access to any production and development environments necessary to perform development and testing related tasks.
c. Neither party will knowingly request or advise the other party to perform activities that would violate the terms of any agreement one of the parties has with a third party or other vendor, or otherwise put the other party in an unintentional unfavorable infringement.
3. Exclusions
Unless stated otherwise in the agreement or a Schedule, Legendary's products and services do not include:
a. Licenses required from other software vendors (Salesforce, Microsoft, and others) necessary to use development or consulting performed by Legendary. Legendary may quote and resell partner products under a separate Schedule.
b. Financial services or financial advice. Legendary consulting may include benchmarking and financial detail assistance, but Legendary is not a financial company. No work performed should be expected to take the place of certified accounting services or auditors.
4. Payment
All payments are due within thirty (30) days from the date of Legendary's invoice until the agreement amount and all applicable taxes are paid in full. Customer will pay interest on any amount not paid when due at the lesser of 1.5 percent per month or the maximum rate permitted by applicable law. License fees must be paid in advance of the month of use or access to the system may be denied by Legendary under Section 6 below.
5. Travel and Expenses
When mutually agreed, Legendary representatives will travel to Customer's location. Customer will be invoiced for out-of-pocket expenses (including meals, lodging, transportation, and other applicable business expenses) listed on the invoice with attached details. Reimbursement follows Customer's then-current published travel policy, which Customer will provide on request. If no published policy exists, the parties will agree on one. Legendary may bill out-of-pocket expenses monthly or whenever outstanding expense amounts exceed USD 1,000, whichever comes first.
6. Default for Nonpayment
Customer's failure to pay any amount due within 15 days of the due date is a default of the agreement and of all other agreements between Legendary and Customer. In the event of default, Legendary may: withhold performance under this or any other agreement until all defaults are resolved; declare all monies due; commence collection activities for all sums due or to become due, including costs and expenses of collection and reasonable attorneys' fees; terminate the agreement; revoke access to the Legendary Supply Chain application; and pursue any other remedies allowed by law.
7. Term and Termination
The term of the agreement and of each Schedule is stated on its face. Unless a Schedule states otherwise, agreements and Schedules are non-cancelable by Customer and remain in effect for the stated term.
8. Excusable Delays
Neither party is liable for delay or failure to perform caused by events beyond that party's reasonable control, including acts of God, acts of third parties, acts of the other party, acts of any civil or military authority, fire, floods, war, terrorism, embargoes, labor disputes, acts of sabotage, riots, accidents, delays of carriers, subcontractors or suppliers, voluntary or mandatory compliance with any government act, regulation or request, or shortage of labor, materials, or manufacturing facilities.
9. Confidential Information
By virtue of the agreement, each party may have access to information that is confidential to the other party. "Confidential Information" means any proprietary or non-public information obtained by each party that relates to the past, present, or future business activities of each party or its customers, and its and their subsidiaries and affiliates or their respective employees, including information relating to products, plans, pricing, methods of business, customers, technical or engineering information, or information which is by its nature confidential and which is disclosed by one party, or such party's contractor or agent, to the other party.
The parties agree to hold each other's Confidential Information in confidence and, unless required by law, agree not to make each other's Confidential Information available in any form to any third party for any purpose. Each party agrees to take all reasonable steps required to ensure that Confidential Information is not disclosed or distributed by its employees, agents, or contractors in violation of these terms.
Confidential Information does not include any information that: (a) is or becomes part of the public domain or publicly available through no act or omission of the receiving party and through no breach of the agreement; (b) is known to the receiving party at the time of disclosure without an obligation to keep it confidential, as evidenced by documentation in the receiving party's possession at the time of disclosure; (c) becomes rightfully known to the receiving party from another source without restriction on disclosure or use; or (d) the receiving party can show is independently developed without use of or reference to Confidential Information.
10. Indemnity
Either party shall indemnify, hold harmless, and defend the other party and its directors, officers, shareholders, employees, and agents from and against all claims, liabilities, actions, demands, settlements, damages, costs, fees, and losses of any type, including reasonable attorneys' and professionals' fees and costs. The indemnified party shall provide the indemnifying party prompt written notice of the claim, sole control of the proceedings or settlement, and reasonable cooperation in the defense or settlement negotiations. The indemnifying party shall not settle or publicize any settlement without the indemnified party's prior written consent, which shall not be unreasonably withheld.
This section includes any indemnity arising, in whole or in part, from: (a) any negligent act or omission by, any willful misconduct on the part of, or breach by the indemnifying party in the performance of the agreement; (b) the failure of the indemnifying party or its employees, agents, or subcontractors to comply with any applicable federal, state, or local law; or (c) claims, demands, suits, or proceedings made or brought against either party alleging that the other party's products or services infringe the intellectual property rights of a third party.
11. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY'S LIABILITY EXCEED THE AMOUNT OF FEES PAID UNDER THE AGREEMENT. THE FOREGOING LIMITATIONS DO NOT APPLY TO (A) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS OR (B) EITHER PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS.
12. Taxes
Any applicable tax is Customer's responsibility. Legendary may invoice tax and add it to the invoice along with the agreement price in accordance with the payment terms. If Customer believes no tax is required, Legendary must receive a tax exemption certificate from Customer that is acceptable to the taxing authorities.
13. Independent Contractor
Legendary is Customer's independent contractor, not Customer's employee, agent, joint venturer, or partner. Legendary's employees and subcontractors are under Legendary's exclusive direction and control. Legendary has no liability or responsibility for, and does not warrant, acts or omissions of Customer's employees or contractors related to any services performed by them under the agreement.
14. Non-Solicitation
For the duration of the agreement and for one year following its expiration or termination, Customer and its affiliates will not directly or indirectly solicit any employee of Legendary or its affiliates engaged in providing services.
15. Subcontractors and Assignment
Legendary may subcontract any of its obligations or activities under the agreement to other parties with Customer's approval of Legendary's choice. No subcontracted activity releases Legendary from its obligations to Customer.
Neither party may assign the agreement without the other party's prior written consent, except that either party may assign the agreement, together with all rights and obligations under it, without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer may not assign responsibility for payments due under the agreement without Legendary's prior express written consent. Subject to the foregoing, the agreement binds and benefits the parties and their respective successors and permitted assigns.
16. Marketing and Promotion
From time to time, Legendary lists or mentions its customers in its marketing and communications initiatives. Customer agrees that Legendary may use Customer's name and logo worldwide, free of charge, for this purpose, unless Customer opts out by written notice to Legendary, in which case Legendary will discontinue new uses within a reasonable period. In addition, subject to applicable privacy law and Legendary's privacy policy, Customer consents to Legendary contacting Customer personnel for marketing or promotional purposes.
17. Severability and Waiver
If any provision of the agreement is held to be invalid or unenforceable, the remaining provisions remain in full force. The waiver by either party of any default or breach does not constitute a waiver of any other or subsequent default or breach.
18. Entire Agreement
The signed agreement, together with its executed Schedules and the published terms each cites, constitutes the entire understanding of the parties and supersedes all other agreements, written or oral, regarding its subject matter. No additional terms, conditions, consent, waiver, alteration, or modification will be binding unless in writing and signed by authorized representatives of both parties. Additional or different terms stated in a purchase order or other document issued by Customer are rejected and do not apply. In the event of conflict: the deal-specific terms and tables in an executed Schedule control over the published Schedule Terms cited in that Schedule, which control over these Master Terms. Third-party terms cited in a Schedule control solely with respect to the third-party product or service they govern.
19. Governing Law
The agreement is governed by the laws of the State of Tennessee, without regard to its conflicts of law provisions. The state and federal courts located in Sumner County, Tennessee have exclusive jurisdiction over any dispute relating to the agreement, and each party consents to the exclusive jurisdiction and venue of those courts. Each party waives any right to a jury trial in connection with any action or litigation relating to the agreement.
20. Authority to Execute
The parties acknowledge that they have read the terms of the agreement, that they know and understand them, and that they have the express authority to execute the agreement.