Master Services Agreement

1.Scope

This Master Services Agreement (“MSA” or “Agreement”) is an integral part of the contract between 1WorldSync, Inc., a Delaware corporation (“Company” or “1WS” or “1WorldSync”) and the legal entity (“Client”) named in the Order Form to which this MSA is attached. All capitalized terms used in this MSA but not otherwise defined have the meanings stated in the Order Form.

2.Definitions

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

“Client Content” means Client-created images, data, attributes, media and other information for its own branded products.

“Client Requested Processing” refers to Company processing, photographing, scanning, coding, and storing digital images and information from physical product samples, renderings, package flats or other product information provided by Client or, at Client’s request, procured by Company relating to products or product cases as described in the applicable Order Form as Studio Services.

“Company Technology” means (i) the System, (ii) all software, documentation, specifications, databases, templates and other materials, written or electronic, embodied in or used by Company to provide the Services; (iii) all customizations, improvements and enhancements to the same; and (iv) all associated program concepts, methodologies, know-how and other intellectual property or proprietary rights of Company.

“Confidential Information” means any information which reasonably ought to be treated as confidential information including, without limitation, information relating to the trade secrets or business affairs of the disclosing Party. Confidential Information does not include (i) information which at the time of disclosure or discovery is in the public domain; (ii) information which, after disclosure, becomes part of the public domain by publication or otherwise, except by breach of the Agreement; (iii) information which the receiving Party can establish by reasonable proof was in its possession at the time of disclosure by the disclosing Party and was not acquired, directly or indirectly, from the disclosing Party; (iv) information which a receiving Party receives from a third party, provided, however, that such information was not obtained by said third party, directly or indirectly, from the disclosing Party and that said Party has a right to disclose it. Information which is required by law to be disclosed may be disclosed provided, however, that to the extent practicable, the disclosing Party is first given notice of the required disclosure and an adequate opportunity to seek appropriate legal relief to prevent such disclosure or limit its use and further disclosure.

“Company Content” means images, data, attributes, media and other information for products and/or product cases as imaged, coded, compiled and arranged by Company.

“Contacts” means natural persons acting on behalf of Client with respect to performance of the Agreement and with whom Company interacts through different types of communications.

“Intellectual Property Rights” means all copyrights, including any rights to derivative works, trademark rights, trade secrets, know-how and patents (whether arising under federal, state or foreign law).

“One-Time Services” means solely those Services expressly identified on the Order Form as Services provided by the Company to Client that are not recurring in nature and do not automatically renew unless otherwise agreed in writing by the Parties.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

“Professional Services” means advisory, consulting or educational services that the Company has agreed to provide Client, as specified in a mutually agreed upon statement of work or similar document (“SOW”).

“Subscription Services” means the services involving Client’s access to and use of the Company products or services, any configurations thereof, or any services or products referenced in the Order Form.

“Services” means collectively the Subscription Services, One-Time Services and Professional Services set forth in the applicable Order Form, which may include access to the Company Technology, creating, hosting and providing access to Company Content and other information, implementation services, professional services, creative services and managed services, inclusive of the licensing of Company Content as set forth below.

“System” means, collectively, the Company proprietary software, application interfaces, platforms, portals, and systems management processes which comprise the applications infrastructure involving Client’s access to any Services.

“Third-Party Content” means content provided by third parties.

“User” means an employee or contractor of Client or its Affiliates that Client has registered to access and use the Services.

3.Company’s Obligations

a. Services. Company agrees to provide Client with the Services as specified in the Order Form(s) and, if applicable, any SOW entered into under the Agreement, in accordance with the Agreement and the applicable provisions of an SOW.

b. Third-Party Service Providers. The System is a hosted product information solution. Client understands that Company may use one or more third-party service providers, including cloud-based storage providers, to host the System, store Client Content, backup the System, connect to the Internet, and/or provide other elements of the applicable Company Services. Notwithstanding its use of third-party service providers, Company will remain responsible for fulfilling its obligations as stated in the Agreement.

c. Reserved Rights. Client acknowledges that Company and its licensors are the exclusive owners of, and retain all rights, title and interest in, the Company Technology or Company Content. Except for the express licenses granted to Client under the Agreement, no rights are granted with respect to the Company Technology and Company Content.

d. Third Party Users. In the event Client desires to utilize the services of any Person that is not a User (each, a “Third Party User”) in connection with any access to or use of the Services (e.g., the Company Technology and Company Content) for the benefit of Client, Client must first request and receive prior written authorization from Company, such authorization will not be unreasonably withheld. A Third Party User approved by Company must enter into Company’s form of restricted use agreement prior to receiving access to the Services or Company Content. Upon termination of the applicable Order Form, or upon completion or termination of a Third Party User’s need to use or access the applicable Services or Company Content, Client will ensure the Third Party User has ceased using the Services and any Company Content in the control or possession of the Third Party User has been destroyed. Client will provide written certification of the same to Company.

4. Client’s Obligations

a. Contact Information. Client is responsible for keeping all billing, contact and other account information up to date. Client consents to its Contacts receiving billing and similar notices electronically, by email and as otherwise set forth in the Agreement. Client agrees to appoint one or more Contacts to initiate and receive Company billing, technical, administrative and other service-related communications and legal notices under the Agreement, and Client shall ensure that all Contacts have agreed to receive such communications, and that Company may use the personal data of such Contacts for these purposes.

b. System Access Control. Except as otherwise specifically set forth in the applicable Order Form, Company will provide Client unique access credentials for the number of Users set forth in the Order Form. A User must be either a User or an approved Third Party User. User logins are for designated Users only and cannot be shared or used by more than one User, but any User login may be permanently reassigned to another User by Company upon Client’s written request. Client represents and warrants that it will keep its User IDs and passwords confidential and will be responsible for all actions taken under a User’s account. Client represents and warrants that it will comply with all applicable laws, rules and regulations in connection with its use of the Services. Client will promptly notify Company via email at technicalsupport@1worldsync.com or via telephone at +1-866-280-4013 of any suspected violation of the Agreement by a User and will cooperate with Company to address the suspected violation. Company reserves the right to take any and all action, as it deems necessary or reasonable, to enforce the Agreement and any applicable usage limitations, and to ensure the security of the System, including, without limitation, monitoring Client’s usage of the System, requiring Client to change its System passwords, requesting additional information to authorize System activity by Client, and, where Client’s usage of or access to the System poses a security risk, temporarily suspending, restricting or terminating access to the System.

c. System Usage. Client represents and warrants that it will not breach or facilitate the breach of any security measure implemented with respect to the System, or use any third party‘s customer ID, passwords or other information to access the System at any time. In addition, Client represents and warrants that it will not access the System to load test scripts in order to test the scalability of the Services, to perform penetration or similar tests on the System, or for any other benchmarking or competitive purposes, without Company’s prior written consent. Client represents and warrants that it will not enter or store data in the System that contains HTML or scripting code or fragments, unless otherwise expressly permitted under the Agreement.

d. Restrictions on Use of Services and Company Content. Except as expressly provided under the Order Form, Client and Users will not:

i. Sell, distribute, sublicense, grant access to or otherwise transfer any Services or Company Content, in whole or in part, to any Affiliate or any third party;

ii. Use with, integrate and/or populate any third-party software or database with Company Content, including space management programs or applications, e-commerce applications, mobile applications, data sync, print advertising, or in-store signage including shelf tags and strips unless specifically allowed as permitted uses and expressly set forth in the Order Form;

iii. Alter or modify the Company Content, or remove any source attribution included in the Company Content;

iv. Reverse assemble, reverse compile, or otherwise translate any portion of the software or other intellectual property relating to the Services; or

5. Content

a. Client Content. Client is the exclusive owner of, and retains all rights, title and interest in all Client Content. During the term of this Agreement, Client hereby grants the Company an irrevocable, non-exclusive, worldwide, fully paid-up right and license to reproduce, display, store, sublicense, and use all Client Content for purposes of providing the Services, and to distribute such Client Content and to modify such Client Content as provided in accordance with this Agreement including, but not limited to, correcting errors therein and enhancing the value of such Client Content for Client. Client understands that if Client Content has been distributed to third parties in accordance with this preceding license grant, those third parties may continue to reproduce, display, store, and use that Client Content after this license has terminated or expired.

Notwithstanding the foregoing, should Client subscribe to Partner Access, Client hereby grants the Company (a) perpetual, non-exclusive, worldwide, irrevocable, royalty-free license to use, modify, distribute, transmit, publicly display, publicly perform, reproduce, publish, sublicense, create derivative works from, transfer, or sell Client Content and any product information that Client imports into the Services or that is otherwise publicly available on Client’s website or other official sources (including but not limited to any Content provided by an authorized user); and (b) perpetual, non-exclusive, worldwide, royalty-free license to use, reproduce, distribute and publicly display Client’s name, logo and trademarks (“Client Marks”) (including but not limited to any Client Marks provided by an authorized user).

In furtherance of the foregoing, should Client subscribe to Partner Access, the Company is permitted to distribute and authorize third parties to distribute Client Content and Client Marks and such third parties have the right to use, reproduce, distribute, create derivative works and publicly display the same when they receive the content from the Company. Client acknowledges and agrees that Company may remove Client Content from its systems to mitigate any copyright or other infringement claims.

b. Client Requested Processing. Client Requested Processing refers to the Company processing, photographing, scanning, coding, and storing digital images and information from physical product samples, renderings, package flats or other product information provided by Client or, at Client’s request, procured by the Company relating to products or product cases as described in the applicable Order Form under Studio Services, the result of which, together with any modifications, enhancements or additions thereto, is Company Content, and shall not be a “work made for hire” under the U.S. Copyright Act or other applicable law. Product submission and processing requirements will be as set forth in the Order Form.

c. Company Content. Unless otherwise expressly stated in the Order Form, Company Content must be downloaded onto and stored on servers controlled by Client located in the United States or onto the servers of a top-tier third-party storage provider under an agreement with Client. Any Company Content downloaded and stored along with Client or third-party data in a single database on Client’s servers will be marked and maintained by Client at all times with a unique flag or identifier.

In the event Client elects not to use a unique flag or identifier to mark the Company Content, then Company Content may not be stored with Client or third-party data in the same database and Company Content must be kept separate at all times from all other data on Client’s servers. All Company Content must be stored as delivered by Company to Client and in no event is Client permitted to modify, merge, integrate or in any way combine Client or third-party data into the Company Content.

Client will be responsible for any breaches by its employees, Users, Third Party Users or other persons who make unauthorized use of, or who gain unauthorized access to, the Services or Company Content in connection with their services to or affiliation with Client. Without limiting the foregoing, Client will use commercially reasonable efforts to prevent third parties from scraping or downloading Company Content. Client will notify Company immediately upon knowledge of any unauthorized access or use of any Services or Company Content and will assist Company to enjoin and otherwise redress such conduct.

6. Third-Party Content

Client may provide Third-Party Content, including, without limitation, manufacturer-provided content, to Company for use by Company in performance of the Services and use by other parties who have contracted with Company, subject to the terms and conditions of the Agreement.

Upon submission of any Third-Party Content, Client hereby represents and warrants that it has sufficient legal rights therein to grant, and does hereby grant, to Company a limited, non-exclusive, transferable license to store, host, use, copy, modify (as directed by Client), distribute, display, sublicense (solely as reasonably necessary to syndicate such Third-Party Content) and create derivative works thereof (such as works resulting from changes made to meet format requirements) solely in connection with the performance of the Services.

Company acknowledges that the Third-Party Content is proprietary to Client and its licensors and that Client and its licensors own certain Intellectual Property Rights in and to the Third-Party Content. Company is not responsible for the quality of Third-Party Content. Company does not verify the accuracy of Third-Party Content or that it meets required specifications for syndication and distribution, including, without limitation, retailer website requirements.

Client acknowledges and agrees that Company may remove Third-Party Content from its systems to mitigate any copyright or other infringement claims.

7. Financials

a. Fees. Client agrees to pay Company the fees specified in the Order Form and any applicable SOW. Upon Company’s request, Client agrees to confirm to Company that any information and documentation provided by Client for purposes of calculating the fees payable under the Agreement remains accurate, or to provide updated information and documentation to Company. Client represents and warrants that the annual sales volume it reports to the Company are complete and accurately state the annual sales volume for the term of this Agreement (“Reported Revenues“). Client agrees to update the Reported Revenues prior to each Renewal Term, and in the event Client wishes to include any Affiliates per this Agreement, so that such Affiliates may receive Services under this Agreement, Client represents and warrants the Reported Revenues includes all such Affiliates. For the term of this Agreement and in consideration for the Company’s performance of the Services, Client agrees to pay the Company the annual subscription fees based upon Client’s Reported Revenues in accordance with the Company’s then current fee schedule.

b. Expenses. The fees quoted for any Services exclude travel and related expenses incurred by Company in performing the work. Unless otherwise specified in the applicable SOW, Company will invoice Client for these travel and related expenses on a monthly basis, or upon completion of the work, whichever occurs sooner. Company will adhere to Client’s reasonable travel and expense policy guidelines that are provided to Company in writing upon signing of the Agreement. Otherwise, travel and related expenses will be billed according to the Company Travel and Expense Policy, which will be provided to Client upon request.

c. Taxes. Client will be solely responsible for and will pay or reimburse Company costs incurred for any sales taxes, use taxes, value added taxes (VAT), excise taxes, tariffs, duties, or withholding taxes due with respect to the provision or use of Services to or by Client.

d. Fee Adjustments. Client agrees to notify Company within 30 days following any change to its business or organization that results in a material increase in its number of products or increase in the usage metrics on which fees are based. All fees and other amounts payable under the Agreement shall be recalculated by Company on the basis of such change, and the new fees and other amounts will become effective and payable from the beginning of the next annual billing period, or as otherwise specified in the Order Form. If Client sells or divests any portion of its business, Client acknowledges that the purchaser or divested entity will be required to execute its own, separate contract with Company.

e. Payments. All fees payable under the Agreement are non-refundable and are due on or prior to the date(s) specified in the Order Form or applicable SOW, or if no date(s) are specified therein, within 30 days of the date of the Company’s invoice. Client understands that access to the System, or any Services, may be delayed or suspended unless and until the respective fees are paid. If Client is in default of payment, Company may, in addition to its other rights and remedies, charge interest at a rate of 1.5% per month or the maximum rate permitted by law from the due date until the overdue amount (plus applicable interest) is paid in full, whichever is less. Failure of Client to pay applicable fees may result in interruption of Services without prior notice. Any fees or other amounts remaining unpaid at the time of expiration or termination of the Agreement shall become immediately due and payable.

8. Confidentiality and Privacy

a. Confidential Information. The Parties will keep in confidence, both during the Term and thereafter, and will not for any reason, except as directed by the disclosing Party, disclose, communicate, or divulge to any Person, or use, directly or indirectly, for their own benefit or the benefit of others, any Confidential Information of the other Party. Upon termination of the Agreement, for any reason whatsoever, the receiving Party shall, upon written request, turn over to the disclosing Party or destroy all materials containing Confidential Information.

b. Personal Data. Client acknowledges that Company is a data controller with respect to all personal data of any Contacts, agents, suppliers and other business partners of Client (“Data Subjects”), unless otherwise separately agreed in writing by the Parties. Company will handle and use all personal data of Data Subjects in accordance with applicable law and Company’s Privacy Policy, which can be found at http://www.1worldsync.com/web/us/privacy-policy.

If Client provides personal data of Data Subjects directly to Company, Client shall ensure that such Data Subjects have been informed that Company is a data controller with respect to such personal data, and that the personal data may be used by Company for the purposes set out in Company’s Privacy Policy (e.g., for direct interaction with the Data Subjects by way of emails, telephone calls and other appropriate methods of communication), or transferred by Company to another jurisdiction in accordance with applicable law. However, any Data Subject may object to Company’s non-service related use of his or her personal data at any time by informing Company (via email or in writing) as set forth in Company’s Privacy Policy.

9. Warranties; Liabilities

a. Company Warranties. Company warrants that the Services will be performed in a good and workmanlike manner. Company does not warrant that Company Content is free from errors, accurate, complete or current. The Services require that Client take responsibility for the accuracy and compliance with retailer requirements of all Client Content. Many aspects of the Services are provided through the Company Technology on a self-service basis, and Client’s successful use of such Services depends entirely on Client’s commitment to using such Services in accordance with the applicable specifications, requirements, instructions and training resources made available by Company. COMPANY MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. CLIENT AGREES THAT, EXCEPT AS OTHERWISE PROVIDED IN THE AGREEMENT, THE SERVICES AND COMPANY CONTENT ARE PROVIDED ON AN “AS IS” BASIS. CLIENT ACKNOWLEDGES THAT THE SERVICES MAY INTERACT WITH, AND DEPEND UPON, THIRD-PARTY SYSTEMS AND APPLICATIONS OUTSIDE OF COMPANY’S CONTROL, SUCH AS RETAILER WEBSITES. COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES INCURRED BY CLIENT DUE TO ANY ERRORS, OMISSIONS, OR DELAYS IN THE OPERATION OF SUCH SYSTEMS AND APPLICATIONS.

b. Client Warranties. Client represents, warrants and covenants that (i) Client Content does not infringe on any third-party Intellectual Property Rights; (ii) Client has all necessary rights, power and authority to grant the rights and licenses provided to Company under the Agreement; (iii) Client will use commercially reasonable efforts to not publish, post, upload or otherwise transmit Client Content that contains viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines intended to damage any systems of another; and (iv) Client Content does not violate any third party’s privacy rights, rights or duties under consumer protection, or constitute libel, slander or defamation, or include material which is obscene, pornographic, or adult-oriented. Client is solely and exclusively responsible for all Client Content and must make all reasonable efforts to verify Client Content is accurate, up-to-date and lawful. Client will comply with any law, administrative order, rule, or regulation applicable to the marketing and advertising of consumer products, including, without limitation, under applicable state unfair and deceptive trade practice laws, the FTC Act and the Federal Food, Drug and Cosmetic Act.

c. Infringement Indemnification. Company will indemnify, defend and hold Client harmless from and against any and all third-party claims, actions, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising from an allegation that the Services and if applicable, the Company Content, when used in accordance with the terms of the Agreement, infringes any third-party Intellectual Property Rights. If such a claim is made or appears possible, Company may, at its option, secure for Client the right to continue to use the Services or applicable Company Content, or modify or replace the same so it is not alleged to be infringing, or terminate the Services by paying Client a credit equal to the portion of previously paid fees allocable to the unused remainder of the term of any applicable Order Form.

d. Mitigation. Company, at its option, may do one of the following: (i) procure for Client the right to continue using the Services and Company Content as authorized hereunder; (ii) replace or modify the infringing component(s) of such items without substantially compromising their functionality; or (iii) if neither of the foregoing options is available to Company on commercially reasonable terms, terminate the applicable portion of the Agreement and Client’s corresponding license rights under the Agreement, and provide Client a pro rata refund of any prepaid fees associated therewith.

e. Client’s Indemnification. Client will indemnify, defend and hold Company harmless from and against any and all third-party claims, actions, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising from (i) Client’s breach of the Agreement; (ii) Client’s breach of any law or regulation and (iii) an allegation that any Client Content infringes any third-party Intellectual Property Right.

f. Notices and Claims. Indemnification will be available only where the Party seeking indemnification promptly notifies the other Party in writing of any such claims and if applicable, promptly tenders full control of the defense and settlement of any such claim to the indemnifying Party at its expense and with its choice of counsel. The Party seeking indemnification will cooperate with the indemnifying Party in defending or settling such claim and may join in the defense with counsel of its choice at its own expense.

g. Limitation of Liability. COMPANY’S AGGREGATE MAXIMUM LIABILITY TO CLIENT HEREUNDER SHALL BE LIMITED TO THE FEES PAID OR PAYABLE BY CLIENT PURSUANT TO THE ORDER FORM GOVERNING THE SERVICES GIVING RISE TO THE CLAIM, FOR THE TWELVE MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE. NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, NEITHER PARTY NOR ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS WILL BE LIABLE FOR ANY CLAIMS FOR INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT. THE SERVICES AND COMPANY CONTENT ARE INTENDED SOLELY AS CONTENT SYNDICATION AND BUSINESS INTELLIGENCE TOOLS AND CLIENT’S USE OF, AND RELIANCE UPON, SAME ARE CLIENT’S SOLE RESPONSIBILITY, WITH CLIENT ASSUMING ALL ASSOCIATED RISKS.

h. Remedies. Each Party shall be obliged to take all reasonable steps to avert and reduce the measure of damages in relation to any claim under the Agreement. Unless otherwise stated, all remedies provided for in the Agreement shall be cumulative and in addition to, and not in lieu, of any other remedies available to either Party at law, in equity or otherwise.

10. Term and Termination

a. Term. This MSA shall commence on the earliest start date specified in an Order Form and shall continue for so long as any Order Form remains in effect (“Term“). If no term of service is specified in the Order Form, the Initial Term of the Agreement shall be one year.

b. Termination. Either Party may terminate an Order Form immediately by written notice to the other Party upon the occurrence of (a) a material breach of the Order Form by the other Party, if such breach is not curable, or if curable, is not cured within thirty (30) days after receipt of a reasonably detailed written notice of such breach from the Party seeking termination; or (b) the other Party becoming insolvent, filing for bankruptcy, or executing an assignment for the benefit of creditors; or an involuntary petition being filed against the other Party under bankruptcy laws.

c. Post-Term Obligations. Upon expiration or termination of an Order Form, Client shall immediately cease use of the applicable Company Technology and the Services, and Client acknowledges that Company may block Client’s access and that Client must immediately cease all use of the other Party’s Confidential Information in its possession or control, and (ii) within 30 days of the other Party’s written request, either return or destroy all such Confidential Information and acknowledge the same in writing to the requesting Party with the exception of routine backups of electronic media.

d. Survival. The provisions which by their nature or for relevance to their enforcement must survive expiration or termination of the Agreement shall survive any expiration or termination of the Agreement.

11. Miscellaneous

a. Compliance with Laws. Client will comply with any law, administrative order, rule, or regulation applicable to the marketing and advertising of consumer products, including, without limitation, under applicable state unfair and deceptive trade practice laws, the FTC Act and the Federal Food, Drug and Cosmetic Act. Company does not provide legal advice and cannot ensure that Client’s use of or reliance on the System or the Services will place Client in compliance with applicable legal or regulatory requirements.

b. Trademark Usage. Each Party agrees not to remove or otherwise alter any trademark, service mark, copyright or other proprietary notices on any complete or partial copies of documents or other materials provided by the other. Company may publicly identify Client as one of its Clients, including displaying Client’s name and logo on Company’s website and in its marketing materials.

c. Export Control. This Agreement is made subject to any restrictions concerning the export of products or technical information from the United States or other countries that may be imposed on the Parties from time to time. Each Party represents that it is not named on any U.S. government denied-party list. Client shall not permit Users to access or use the Services in, or export any Company Content to, a U.S.-embargoed destination (currently Cuba, Crimea, Iran, North Korea, Sudan, or Syria).

d. Force Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached the Agreement, for any failure or delay in fulfilling or performing any term of the Agreement (except for any obligations of Client to pay Company), when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party’s (“Impacted Party“) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Events“): (a) acts of God; (b) flood, fire, earthquake, and other natural disasters; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions, including without limitation taken in response to public health emergencies; (e) national or regional emergency conditions; and (f) other events beyond the reasonable control of the Impacted Party. The Impacted Party shall give reasonable notice (which need not comply with the formal notice provisions of the Agreement) within ten (10) days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of sixty (60) days following written notice given by it under this Section 11(d), the other Party may thereafter terminate this Agreement upon thirty (30) days’ written notice.

e. Legal Notices. All notices, demands or consents required or permitted under the Agreement will be in writing. Notice will be considered delivered and effective when (a) personally delivered; (b) delivered by private overnight carrier with delivery confirmation; (c) delivered by certified U.S. Mail, return receipt requested; or (d) delivered by email, and notices so delivered will be effective upon dispatch by the sender of the electronic transmission; provided that a notice provided pursuant to clauses (a), (b) or (c) must also be sent via email to be effective. Notice will be addressed to the person and address identified on the latest Order Form entered into by the Parties, or to such other address or addressee as either Party may from time to time specify by notice to the other Party.

f. Assignment. Client may not assign its rights or obligations under the Agreement, without Company’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.

g. Entire Agreement. The Agreement constitutes the final and complete understanding between the Parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreements, discussions or negotiations. No provisions and conditions on invoices, purchase orders, order acknowledgements or the like will have any force or effect between the Parties. In the event of a conflict between any term or condition in this Agreement and any term or condition in any Order Form, the applicable term in the Order Form will govern with respect to such Order Form.

h. Conflicts; Severability. In the event of a conflict, the terms of an Order Form shall prevail over this MSA, except that no indemnities shall bind Company or its Affiliates to the extent such are set forth in the Order Form or elsewhere, and the Liabilities section of this MSA (Section 9) may not be modified in an Order Form or elsewhere in the Agreement. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provisions to the fullest extent allowed by law and the remaining provisions of the Agreement will remain in full force and effect.

i. Amendments; Waivers. No modification, amendment or waiver of any provision of the Agreement will be effective unless in writing and signed by both Parties. No failure or delay by either Party in exercising any right, power, or remedy under the Agreement, except as specifically provided herein, will operate as a waiver of any such right, power or remedy.

j. Governing Law and Venue. The Agreement will be governed by the laws of the State of Delaware, excluding conflict of laws provisions. Any collection action for amounts due under the Agreement will be brought in the Circuit Court for Cook County, Illinois or in the U.S. District Court for the Northern District of Illinois, Eastern Division, sitting in Chicago, and the Parties hereby submit to the personal jurisdiction of these courts. Notwithstanding the foregoing, Company may bring an action with respect to intellectual property infringement or breach of Client’s confidentiality obligations in any court of competent jurisdiction.

k. Nature of Relationship. Neither Party is an agent of the other for any purpose or has any authority to represent or bind the other as to any matters, except as expressly authorized under the Agreement. Company, in performing under the Agreement, is acting as an independent contractor, and Company has the sole right and obligation to supervise, manage, contract, subcontract, direct, procure, perform or cause to be performed, all of its obligations under the Agreement.

l. Due Authority; Binding Obligation. Each Party represents and warrants to the other that: (i) it has full power and authority to enter into the Agreement and to perform its obligations hereunder; and (ii) the Agreement represents its valid and legally binding obligation and is enforceable against it in accordance with the terms thereof.

m. Equitable Relief. The remedy at law for breach of a Party’s unique rights pursuant to the Agreement being inadequate, each Party will be entitled, in addition to such other remedies as it may have, to preliminary and permanent injunctive relief and to specific performance for any breach or threatened breach of the Agreement by the other Party without proof of any actual damages that have been or may be caused to it by such breach, and without the requirement of the posting of a bond.

n. Global Trade and Anti-Corruption Compliance. The Parties acknowledge they are familiar with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and anti-corruption legislation in other relevant jurisdictions. The Parties agree that they will not, in connection with this Agreement: (a) make any payment to; (b) transfer anything of value to; (c) offer, promise or give a financial or other advantage or request to; or (d) agree to receive or accept a financial or other advantage from, in each case either directly or indirectly, (i) any government official or employee (including employees of a government corporation or public international organization); (ii) any political party or candidate for public office or (iii) any other person or entity with an intent to obtain or retain business or otherwise gain an improper business advantage.

o. Aggregate Anonymous Data. Client acknowledges and agrees that Company may collect non-personally identifiable statistical metadata and metrics regarding Client’s use of the Services in order to improve the quality and delivery of the Services and for internal reporting purposes. Client further acknowledges and agrees that Company may aggregate data relating to the Services with other data in an anonymous fashion and use such aggregate anonymous data for any purpose, including but not limited to: (i) general reporting, including the compilation of aggregate statistics, such as the total number of ads delivered, that may be provided to existing and potential clients, and (ii) scheduling and optimization of delivery of creative content across all campaigns, including websites, networks and any other advertising inventory reached by the Services. In no event will Client have the right to access such aggregate anonymous data.

p. Counterparts. The Agreement, or any portion thereof, may be executed and delivered in one or more counterparts, whether by electronic signature, facsimile, pdf or signed original. Each such copy shall constitute an original as against the Party whose signature appears thereon, and all such copies together shall constitute one and the same instrument.

q. Government Users. Company provides the System and the Services, including related software, technology and Company Content, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the solutions include only those rights customarily provided to the public as defined in the Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFARS 252.227-7015 (Technical Data – Commercial Items) and DFARS 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If Client is a government agency with a need for rights not granted under the Agreement, Client must negotiate with Company to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included as part of the Agreement.

ContentCast Additional Terms & Conditions for
Manufacturers

These ContentCast Additional Additional Terms and Conditions for
Manufacturers are in
addition to the general terms and conditions contained in the Master
Services Agreement
between Client and 1WorldSync and are made a part of the Master
Services Agreement and all
provisions of the Master Services Agreement are incorporated as
though restated herein.
The ContentCast program (the “ContentCast Program”)
offers online
manufacturers an
opportunity to upload, customize and syndicate product information
content onto retailer
sites. If Client is accepted in the ContentCast Program, 1WorldSync
(“1WorldSync”,“1WS”)
will make its proprietary platform (the “1WorldSync
Platform”) available to
Client
(“Client”) to access the ContentCast service (the
“Service”) under these ContentCast Terms
and Conditions and the terms of any applicable order forms (together
the
“Agreement”).

ContentCast Additional Terms & Conditions for
Manufacturers

1.Service and Definitions.

1.1 Service.

The Service gives Client access to the 1WorldSync Platform allowing
Client to upload, enhance,
and customize Client Content and select certain syndication channels
within the 1WorldSync
Network as further described in the Order Form when applicable.
Client agrees to provide true,
accurate, current, and complete information about Client as
requested during the registration
process, and to update Client information. Client may not reveal
Client subscription password to
anyone else and Client may not use anyone else’s password. Client is
responsible for maintaining
the confidentiality of Client account and password at all times.
Client shall notify 1WorldSync
immediately in case of unauthorized access to Client’s account.

1.2 Definitions.

“1WorldSync Inline Template Page” means the
standard 1WorldSync proprietary generic template
used to customize and syndicate Client Content via the 1WorldSync
Platform.

“1WorldSync Network” means the value added resellers
or retailers, distributors, e-tailers,
shopping comparison sites, portal operators and partners of
1WorldSync who may receive or
display Client Content via various 1WorldSync services.

“Manufacturer Content” or “Client
Content” means the content provided by Client to
1WorldSync
pursuant to this Agreement or otherwise collected independently by
1WorldSync and may include
without limitation: (i) information used to describe and promote
Client products including part
numbers, descriptions, specifications, HTML, graphics, ads, flash
banners, public price
catalogs, images, key selling points, user manuals, marketing
materials, product tours, videos,
creative assets, and logos, trademarks, trade names, service marks,
service names, and distinct
brand elements (the “Manufacturer Marks” or
“Client Marks”).

“Order Form”: From time to time, the Parties may
negotiate an order form to define certain
ContentCast Program features selected within the Service. Each Order
Form must be in writing and
signed by an authorized officer of 1WorldSync in order to be
effective and shall be governed by
the Agreement.
Other capitalized terms used in this Agreement are defined upon
their first occurrence,
indicated in bold and underlined.

2. Grant of Rights.

2.1 1WorldSync hereby grants Client a limited, non-exclusive,
non-transferable, non-sublicensable, non-assignable, revocable license
during the term of this Agreement to access and use the 1WorldSync
Platform and the Service. All rights not expressly granted in these
Terms and Conditions are reserved by 1WorldSync.

2.2 Client hereby grants to 1WorldSync: (i) an irrevocable,
non-exclusive, worldwide, royalty-free and perpetual license to use,
reproduce, distribute, create derivative works of, and publicly display
Client Content within the 1WorldSync Network; and (ii) a non-exclusive,
worldwide, royalty-free license to use, reproduce, distribute and
publicly display Client name, logo and trademarks (“Client Marks”) for
the purpose of providing the Service under this Agreement.

In furtherance of the foregoing, 1WorldSync is permitted to distribute
and authorize third parties to distribute Client Content and Client
Marks and such third parties have the right to use, reproduce,
distribute, create derivative works and publicly display the same when
they receive the content from 1WorldSync. For avoidance of doubt,
nothing in this Agreement shall restrict 1WorldSync to use, reproduce,
distribute, create derivative works of, and publicly display the
Manufacturer information obtained by 1WorldSync from publicly available
sources.

3. Use Restrictions.

Use of the 1WorldSync Platform is strictly limited to Client use of the
Service in accordance with the terms of the Agreement. Client will not
license, sublicense, sell, resell, transfer, assign, distribute or
otherwise commercially exploit or make available to any third party the
Service or the 1WorldSync Platform in any way. Client will not modify or
make derivative works or attempt to reverse engineer the Service or the
1WorldSync Platform.

4. Ownership of Intellectual Property.

Client acknowledge and agree that as between Client and 1WorldSync: (a)
Client owns all right, title and interest in and to Client Content; and
(b) 1WorldSync owns all right, title and interest in and to the
ContentCast Service, the 1WorldSync Platform, and any 1WorldSync
material within the 1WorldSync Platform and Service as well as any
1WorldSync trademarks, service marks, logos and other distinctive brand
features, data or content used within the Service or the 1WorldSync
Platform. Nothing in this Agreement shall confer in Client any right of
ownership in the foregoing.

5. Data.

1WS retains ownership of all data and information collected or obtained
by 1WS from users through the Service or through interaction with Client
Content displayed on the retailer sites.

6. Representations and Warranties.

Client represents and warrants that: (a) Client has the power and
authority to enter into and perform the obligations under this
Agreement; (b) Client is in full compliance and will continue to comply
with this Agreement and all applicable laws and regulations; (c) Client
will not use the Service or the 1WorldSync Platform for any purpose
other than as expressly authorized under this Agreement; (d) Client has
all necessary rights, consents, waivers, licenses and clearances to
grant the rights set forth in this Agreement; (e) Client Content does
not contain any content, data, information, materials, advertising or
services that are inaccurate or that infringe on or violate any
applicable law, or third party rights including without limitation
rights of publicity, rights of privacy, patents, copyrights, trademarks,
trade secrets, licenses, and other contractual or property interests.

7. DISCLAIMERS.

1WS PROVIDES THE CONTENTCAST PLATFORM AND THE SERVICE “AS IS”, “WITH ALL
FAULTS”, AND WITHOUT ANY WARRANTY WHATSOEVER. 1WS DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, OR
NON-INFRINGEMENT. 1WS DO NOT WARRANT THAT ANY PART OF THE SERVICE OR THE
CONTENTCAST PLATFORM WILL MEET CLIENT’S NEEDS OR THAT THE OPERATION OF
THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE AND CLIENT ASSUMES THE
ENTIRE RISK OF USING SUCH SERVICE.

8. Miscellaneous.

Client acknowledge that due to the news gathering and reporting and
editorial review nature of certain areas of 1WorldSync or its
affiliates’ businesses, 1WorldSync editorial teams may review Client
products or any materials Client submit to our sites or through the
1WorldSync Platform and that such reviews will not be influenced by
Client participation into the ContentCast Program.

Data Sync Direct Subscription Services Additional Terms and
Conditions

These Data Sync Direct Subscription Services Additional Terms and Conditions are in addition
to
the general terms and conditions contained in the Master Services Agreement between Client
and
1WorldSync and are made a part of the Master Services Agreement and all provisions of the
Master
Services Agreement are incorporated as though restated herein.

1. SERVICES

1.1. 1WorldSync DSD Services. Subject to the terms and conditions of this
Agreement, Client
shall have a non-exclusive, worldwide, limited right to use the Data Sync Direct (“DSD”)
services described in the Product Description available at
https://1worldsync.com/product-descriptions (the “Product Description”), as the same may be
updated by 1WorldSync from time to time in accordance with the terms of this Agreement
(collectively, the “DSD Services”), together with its associated software used by 1WorldSync
to
provide the DSD Services (the “Software”) and all manuals, listings, diagrams and other
hard-copy or soft-copy and graphic materials that describe the use, operation, maintenance,
or
design of Software (the “Documentation”), during the term of this Agreement.

1.2. Maintenance and Support. 1WorldSync will provide maintenance and
support services to Client
with respect to the DSD Services according to the Service Level Statement attached as
Attachment
1 to this Agreement (the “SLS”), which SLS may be updated by 1WorldSync with notice to
Client
from time to time to improve or expand availability and support for the DSD Services.

1.3. Updates to the DSD Services. If updates are included as part of
Client’s subscription then
such updates shall be done to ensure compliance with all GDSN updates. 1WorldSync will
provide
upgrades and updates to the DSD Services as described in this Agreement. Some of these
changes
will occur automatically, while others may require Client to work with 1WorldSync’s
Professional
Services team to implement the changes to meet requirements. The changes may require that
Client
maintain particular browser versions and desktop software, in order to make efficient use of
the
DSD Services. 1WorldSync will provide Client with reasonable advance notification of such
upgrades.

1.4. Software. Client may only access and use the Software at the level
which the Client has
committed to use and which 1WorldSync has permitted the Client to use. Client may not access
and
use any other software hosted on the 1WorldSync platforms. Some software modules may be
visible
to the Client through the DSD Services, but Client may only access and use them if they are
part
of the DSD Services for which Client has contracted. The Software that is available through
the
DSD Services may be the same as, or different from, software licensed by 1WorldSync to
clients
outside of DSD Services, even if such software bears the same name; as such, 1WorldSync does
not
guarantee that any specific features or functions that are generally commercially available
will
be part of the DSD Services.

1.5. Location and Infrastructure. The Software is located on infrastructure
controlled by
1WorldSync and managed by 1WorldSync’s third-party cloud service provider. Client may access
the
Software, but has no right to receive a copy of the object code or source code to the
Software.
1WorldSync reserves the right to change its infrastructure from time to time and may share
infrastructure with multiple clients of DSD Services.

1.6. Connection to the DSD Services. Unless otherwise agreed by the
parties, Client shall be
responsible, at its own expense, for procuring and maintaining the computer hardware,
systems
software and other software, data feeds, telecommunications, networks, peripherals and other
items and services other than the DSD Services provided by 1WorldSync hereunder
(“Third-Party
Products”) necessary to access the DSD Services. Client shall be solely responsible for all
aspects of Internet use and connectivity.

1.7. Conditions of Use. The DSD Services provided to Client are
non-exclusive, non-
transferable, and are for Client’s internal business use only. 1WorldSync expressly reserves
all
rights not expressly granted to Client herein. Client’s right to access and use the DSD
Services
is conditional upon Client not:

a. transferring to any other person or entity any of Client’s rights to use the DSD Services;

b. selling, renting or leasing the DSD Services to third parties, or to offer service bureau,
time sharing, application service provider (ASP), cloud computing or other similar computer
services to third parties;

c. creating any derivative works based upon the DSD Services;

d. making the DSD Services available, or transmitting or sharing identification or password
codes to anyone who is not an employee of Client, or a person who is providing staff
augmentation services to Client, who is authorized to access the DSD Services as a named
user
(an “Authorized User”);

e. permitting the identification or password codes to be cached in proxy servers and accessed
by
individuals who are not Authorized Users, or permitting access to the DSD Services or
Software
through a single identification or password code being made available to multiple users on a
network;

f. changing any code, copy any feature, design or graphic in, or reverse engineering the
Software;

g. accessing the DSD Services in order to build a competitive solution, or to assist someone
else to build a competitive solution, or sharing or disclosing the DSD Services to anyone
not
authorized, such as a competitor of 1WorldSync;

h. loading test scripts the DSD Services in order to test their scalability, or accessing
the
DSD Services for purposes of monitoring their availability, performance or functionality, or
for
any other benchmarking or competitive purposes;

exceeding the usage limits the Client has committed to and which 1WorldSync agrees to supply
for the DSD Services, except as provided in this Agreement; and/or

j. accessing or using features that are not part of the Software to which Client has been
granted rights hereunder.

1.8. Additional Restrictions. Client shall not use the DSD Services:

a. to store or transmit infringing, libelous, or otherwise unlawful or tortious material;

b. to store or transmit material in violation of third-party privacy rights;

c. to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or
malicious
code, files, scripts, agents or programs;

d. to attempt to gain unauthorized access to the DSD Services or its related systems or
networks;

e. for any illegal activity or to promote illegal activities; and/or

f. in violation of relevant export, encryption or data privacy laws and regulations in any
territory in which the DSD Services are accessed.

1.9. Rights of Affiliates. Client’s Affiliates may utilize the DSD Services
only if (i) they are
expressly identified to 1WS prior to the effective date as having rights to use such
services,
or (ii) the applicable 1WorldSync fees are based on Client’s revenues and the revenues of
such
Affiliates’ were included in determining such fees. Additional Affiliates of Client may be
authorized to utilize such products and services upon Client’s request and payment of any
applicable fees to 1WorldSync. Client shall be responsible for ensuring compliance by its
Affiliates with the terms and conditions of the Agreement applicable to usage of the DSD
Services, and Client shall be responsible in case of any breach of such terms and conditions
by
its Affiliates. As used in this Agreement, “Affiliate” means an entity that controls, is
controlled by, or is under common control with a Party, with “control” (including the terms
“controlling”, “controlled by” and “under common control with”) meaning possession of the
power
to direct or cause the direction of the management and policies of an entity, whether
through
the ownership of voting securities, through membership, by contract or otherwise, but only
for
so long as such control continues to exist.

2. CLIENT DATA, ACCESS AND SECURITY

2.1. Client Data. Client may use the DSD Services to store and transmit its
business data or
other content that Client uploads to 1WorldSync’s system as part of the DSD Services
(“Client
Data”). The Client Data belongs to Client and 1WorldSync makes no claim to any right of
ownership in it.

2.2. Responsibility for Client Data. Except with regard to the format of the
Client Data, Client
is solely responsible for all Client Data, including:

a. the accuracy, quality, integrity, legality and correctness of all Client Data;

b. the selection, creation, design, read, update, delete and maintenance of all Client Data;

c. all copyright, patent and trademark clearances in all applicable jurisdictions and usage
agreements for all Client Data;

d. the selection and design of Client’s business controls and the implementation of those
controls within Client’s organization on the access and use, backup and recovery and the
security of all Client Data; and

e. except for 1WorldSync’s obligations under this Agreement, providing adequate security,
protection, disaster recovery and backup of all Client Data, including any procedures
necessary
to safeguard the integrity and security of all Client Data from access by unauthorized
personnel.

2.3. Confidentiality of Client Data. 1WorldSync shall not disclose Client
Data except as
necessary to provide the DSD Services to Client, or to comply with this Agreement.
Specifically,
1WorldSync:

a. may observe and report to Client on Client’s usage of the DSD Services and make
recommendations for improved usage of the DSD Services;

b. may identify trends and publish reports on its findings provided the reports include data
aggregated from more than one client site and do not identify Client; and/or

c. 1WorldSync may disclose Client Data to comply with the request of a government or
regulatory
body, subpoenas or court orders, provided, however, that 1WorldSync shall provide prior
written
notice
to Client prior to any disclosure and, to the extent permitted by applicable law, shall
cooperate with Client in complying with such request, subpoena or court order.

3. TERM AND TERMINATION

3.1. Effect of Termination. Upon expiration or termination of this
Agreement, Client shall
immediately cease use of the DSD Services and the Software, and Client acknowledges that
1WorldSync may block Client’s access to the same. In addition, upon expiration or
termination of
the Agreement each Party shall (i) immediately cease all use of the other Party’s
Confidential
Information in its possession or control, and (ii) within 30 days of the other Party’s
written
request, either return or destroy all such Confidential Information and acknowledge the same
in
writing to the requesting Party. The Client has immediately terminated the right to receive
product upgrades, transfers and support assistance.

4. OWNERSHIP, USAGE AND CONFIDENTIALITY

4.1. Ownership. 1WorldSync is the owner or licensee of all intellectual
property rights
(including, without limitation all copyrights, trade secrets, and trademarks) in and to the
DSD
Services, the Software, the Documentation, all modifications, improvements and derivative
works
thereof. Client does not acquire any right, title or interest in or to the DSD Services,
Software or Documentation, except in accordance with this Agreement. 1WorldSync has, and
retains
the right to, modify or remove any feature or functionality of the DSD Services, Software
and
Documentation at any time, including correcting any intellectual property or legal issues,
provided, however, that if such modification or removal materially alters the DSD Services,
Client shall have the option to terminate this Agreement without penalty. 1WorldSync (or its
licensors) shall hold all title, ownership rights, and intellectual property rights to any
modifications, updates, copies, translations, improvements, adaptations or incorporations of
the
DSD Services, Software and Documentation, no matter by whom made or paid for. Client hereby
grants to 1WorldSync a royalty-free, worldwide, irrevocable, perpetual license to
commercialize,
use and incorporate into the DSD Services, Software and Documentation any suggestions,
enhancement requests, recommendations or other feedback provided to 1WorldSync by Client
regarding the Licensed Software.

4.2. Usage Monitoring. Client agrees to permit 1WorldSync to monitor
Client’s and each
Authorized User’s use of the DSD Services in such reasonable manner as 1WorldSync may
consider
appropriate to document that such use of the DSD Services conforms to the requirements and
limitations set forth in this Agreement, including the location of individual Authorized
Users.

5. DSD SERVICES WARRANTIES

5.1. Service Warranty. 1WorldSync warrants that: (i) the DSD Services will
function
substantially as described in the Product Description; and (ii) 1WorldSync owns or otherwise
has
the right to provide the DSD Services to Client under this Agreement. If the DSD Services do
not
function substantially in accordance with the Product Description, 1WorldSync shall, at its
option, either (x) modify the DSD Services to conform to the Product Description; or (y)
provide
a workaround solution that will reasonably meet Client’s requirements. However, 1WorldSync
has
no warranty obligations:

a. to the extent that Software has been modified by Client or any third party, unless the
modification has been approved in writing by 1WorldSync; or

b. for problems in the DSD Services caused by any Third-Party Products, by accidental damage,
or
by other matters beyond 1WorldSync’s reasonable control.

5.2. Exclusion. THE FOREGOING LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF
ALL OTHER
REPRESENTATIONS, WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, STATUTORY OR
OTHERWISE
INCLUDING, WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY,
MERCHANTABLE QUALITY AND FITNESS FOR A
PARTICULAR PURPOSE. Except for the limited warranty provided herein, the DSD Services,
Software
and Documentation are provided “as is” to Client.

Service Level Statement

OVERVIEW

The 1WorldSync Data Sync Direct (“DSD Services”) Service Level Statement (“SLS”) is defined
to
clarify what services are available and how you can expect to be supported. We pride
ourselves
on the quality of support provided in a timely fashion as described within this SLS.

Our technical support team consists of highly skilled and qualified 1WorldSync personnel with
an
average tenure of 10+ years and, as such, provides a depth of support rarely seen within the
software industry today.

Our support services are extensive and include:

NEW RELEASE & MINOR RELEASE

New release software is provided as major, minor and point releases. Major releases encompass
new functionality as driven by:

• Compliance (GDSN, Industry & Regulatory)
• Customer Enhancement Requests
• Customer Feedback
• Industry & Technology Trends

Minor releases consist of consolidated point releases and point releases may consist of
database & OS compliance and defect resolution.

TECHNICAL INTERACTION

Our remote support capabilities allow us to provide “hands-on” support to your systems
directly with you watching, guiding us to the issue and learning from what we do.
Our Professional Services can be engaged separately on a contract basis to extend our
support services to cover custom extensions, integrations, or applying upgrades to the DSD
Services. Additionally, best practices regarding the optimized use of your specific DSD
Service implementation can be delivered though paid assessment engagements.

SLS SUMMARY

SCOPE