{"id":85639,"date":"2023-08-01T22:24:57","date_gmt":"2023-08-02T02:24:57","guid":{"rendered":"https:\/\/syndigo.com\/product-descriptions\/master-services-agreement\/"},"modified":"2026-04-03T10:22:23","modified_gmt":"2026-04-03T14:22:23","slug":"master-services-agreement","status":"publish","type":"product-descriptions","link":"https:\/\/syndigo.com\/de\/product-descriptions\/master-services-agreement\/","title":{"rendered":"Master Services Agreement"},"content":{"rendered":"<div class=\"ws-global-data-frame login\">\n<div class=\"global-banner-privacy has-celadon\">\n<div class=\"container\">\n<div class=\"global-banner-privacy__data\">\n<div>\n<p class=\"p-l\"><span style=\"color: initial;\">Contents<\/span><\/p>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<div class=\"standard-content pb-0\">\n<div class=\"container\">\n<div class=\"row gx-5\">\n<div class=\"col-12 col-lg-5 col-xl-3\">\n<div class=\"standard-content--sidebar\">\n<ul class=\"common-list mb-5\">\n<li><a href=\"#terms1\">Scope <\/a><\/li>\n<li><a href=\"#terms2\">Definitions<br \/>\nInformation<\/a><\/li>\n<li><a href=\"#terms3\">Companys\u2019s Obligations<\/a><\/li>\n<li><a href=\"#terms4\">Client&#8217;s Obligations<\/a><\/li>\n<li><a href=\"#terms5\">Content<\/a><\/li>\n<li><a href=\"#terms6\">Third-Party Content<\/a><\/li>\n<li><a href=\"#terms7\">Financials<\/a><\/li>\n<li><a href=\"#terms8\">Confidentiality and Privacy<\/a><\/li>\n<li><a href=\"#terms9\">Warranties and Liabilities<\/a><\/li>\n<li><a href=\"#terms10\">Term and Termination<\/a><\/li>\n<li><a href=\"#terms11\">Miscellaneous<\/a><\/li>\n<li><a href=\"#terms12\">ContentCast Additional Terms &amp; Conditions for Manufacturers<\/a><\/li>\n<li><a href=\"#terms13\">Data Sync Direct Subscription Services Additional Terms and<br \/>\nConditions<\/a><\/li>\n<li><a href=\"#terms14\">Service Level Statement<\/a><\/li>\n<li><a href=\"#terms15\">TECHNICAL INTERACTION<\/a><\/li>\n<li><a href=\"#terms16\">GDSN Products Additional Terms &amp; Conditions<\/a><\/li>\n<li><a href=\"#terms17\">DataSource Subscription Services Additional Terms and Conditions<\/a><\/li>\n<\/ul>\n<div class=\"hero-action text-center mt-5 mb-3\"><a class=\"button-primary--lg\" href=\"https:\/\/1worldsync.com\/wp-content\/uploads\/2025\/10\/Master-Services-Agreement-October-2025.pdf\" download=\"\">Download<br \/>\nas PDF<\/a><\/div>\n<\/div>\n<\/div>\n<div class=\"col-12 col-lg-7 col-xl-9\">\n<div class=\"standard-content--data\">\n<h3 id=\"terms1\" class=\"h5\">1.Scope<\/h3>\n<p>This Master Services Agreement (<strong>&#8220;MSA&#8221;<\/strong> or <strong>&#8220;Agreement&#8221;<\/strong>) is an integral part of the contract between <strong>1WorldSync, Inc.<\/strong>, a Delaware corporation (<strong>&#8220;Company&#8221;<\/strong> or <strong>&#8220;1WS&#8221;<\/strong> or <strong>&#8220;1WorldSync&#8221;<\/strong>) and the legal entity (<strong>&#8220;Client&#8221;<\/strong>) 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.<\/p>\n<h3 id=\"terms2\" class=\"h5\">2.Definitions<\/h3>\n<p><strong>&#8220;Affiliate&#8221;<\/strong> 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 &#8220;control&#8221; (including the terms &#8220;controlled by&#8221; and &#8220;under common control with&#8221;) 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.<\/p>\n<p><strong>&#8220;Client Content&#8221;<\/strong> means Client-created images, data, attributes, media and other information for its own branded products.<\/p>\n<p><strong>&#8220;Client Requested Processing&#8221;<\/strong> 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\u2019s request, procured by Company relating to products or product cases as described in the applicable Order Form as Studio Services.<\/p>\n<p><strong>&#8220;Company Technology&#8221;<\/strong> 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.<\/p>\n<p><strong>&#8220;Confidential Information&#8221;<\/strong> 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.<\/p>\n<p><strong>&#8220;Company Content&#8221;<\/strong> means images, data, attributes, media and other information for products and\/or product cases as imaged, coded, compiled and arranged by Company.<\/p>\n<p><strong>&#8220;Contacts&#8221;<\/strong> 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.<\/p>\n<p><strong>&#8220;Intellectual Property Rights&#8221;<\/strong> 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).<\/p>\n<p><strong>&#8220;One-Time Services&#8221;<\/strong> 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.<\/p>\n<p><strong>&#8220;Person&#8221;<\/strong> means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.<\/p>\n<p><strong>&#8220;Professional Services&#8221;<\/strong> 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 (&#8220;SOW&#8221;).<\/p>\n<p><strong>&#8220;Subscription Services&#8221;<\/strong> means the services involving Client\u2019s access to and use of the Company products or services, any configurations thereof, or any services or products referenced in the Order Form.<\/p>\n<p><strong>&#8220;Services&#8221;<\/strong> 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.<\/p>\n<p><strong>&#8220;System&#8221;<\/strong> means, collectively, the Company proprietary software, application interfaces, platforms, portals, and systems management processes which comprise the applications infrastructure involving Client\u2019s access to any Services.<\/p>\n<p><strong>&#8220;Third-Party Content&#8221;<\/strong> means content provided by third parties.<\/p>\n<p><strong>&#8220;User&#8221;<\/strong> means an employee or contractor of Client or its Affiliates that Client has registered to access and use the Services.<\/p>\n<h3 id=\"terms3\" class=\"h5\">3.Company\u2019s Obligations<\/h3>\n<p><strong>a. Services.<\/strong> 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.<\/p>\n<p><strong>b. Third-Party Service Providers.<\/strong> 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.<\/p>\n<p><strong>c. Reserved Rights.<\/strong> 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.<\/p>\n<p><strong>d. Third Party Users.<\/strong> In the event Client desires to utilize the services of any Person that is not a User (each, a <strong>&#8220;Third Party User&#8221;<\/strong>) 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\u2019s 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\u2019s 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.<\/p>\n<h3 id=\"terms4\" class=\"h5\">4. Client&#8217;s Obligations<\/h3>\n<p><strong>a. Contact Information.<\/strong> 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.<\/p>\n<p><strong>b. System Access Control.<\/strong> 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\u2019s 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\u2019s 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\u2019s usage of the System, requiring Client to change its System passwords, requesting additional information to authorize System activity by Client, and, where Client\u2019s usage of or access to the System poses a security risk, temporarily suspending, restricting or terminating access to the System.<\/p>\n<p><strong>c. System Usage.<\/strong> 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\u2018s 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\u2019s 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.<\/p>\n<p><strong>d. Restrictions on Use of Services and Company Content.<\/strong> Except as expressly provided under the Order Form, Client and Users will not:<\/p>\n<p>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;<\/p>\n<p>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;<\/p>\n<p>iii. Alter or modify the Company Content, or remove any source attribution included in the Company Content;<\/p>\n<p>iv. Reverse assemble, reverse compile, or otherwise translate any portion of the software or other intellectual property relating to the Services; or<\/p>\n<h3 id=\"terms5\" class=\"h5\">5. Content<\/h3>\n<p><strong>a. Client Content.<\/strong> 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.<\/p>\n<p>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\u2019s 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\u2019s name, logo and trademarks (&#8220;Client Marks&#8221;) (including but not limited to any Client Marks provided by an authorized user).<\/p>\n<p>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.<\/p>\n<p><strong>b. Client Requested Processing.<\/strong> 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\u2019s 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 &#8220;work made for hire&#8221; under the U.S. Copyright Act or other applicable law. Product submission and processing requirements will be as set forth in the Order Form.<\/p>\n<p><strong>c. Company Content.<\/strong> 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\u2019s servers will be marked and maintained by Client at all times with a unique flag or identifier.<\/p>\n<p>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\u2019s 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.<\/p>\n<p>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.<\/p>\n<h3 id=\"terms6\" class=\"h5\">6. Third-Party Content<\/h3>\n<p>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.<\/p>\n<p>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.<\/p>\n<p>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.<\/p>\n<p>Client acknowledges and agrees that Company may remove Third-Party Content from its systems to mitigate any copyright or other infringement claims.<\/p>\n<h3 id=\"terms7\" class=\"h5\">7. Financials<\/h3>\n<p><strong>a. Fees.<\/strong> Client agrees to pay Company the fees specified in the Order Form and any applicable SOW. Upon Company\u2019s 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 (&#8220;<strong>Reported Revenues<\/strong>&#8220;). 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\u2019s performance of the Services, Client agrees to pay the Company the annual subscription fees based upon Client\u2019s Reported Revenues in accordance with the Company\u2019s then current fee schedule.<\/p>\n<p><strong>b. Expenses.<\/strong> 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\u2019s 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.<\/p>\n<p><strong>c. Taxes.<\/strong> 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.<\/p>\n<p><strong>d. Fee Adjustments.<\/strong> 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.<\/p>\n<p><strong>e. Payments.<\/strong> 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\u2019s 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.<\/p>\n<h3 id=\"terms8\" class=\"h5\">8. Confidentiality and Privacy<\/h3>\n<p><strong>a. Confidential Information.<\/strong> 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.<\/p>\n<p><strong>b. Personal Data.<\/strong> 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 (<strong>&#8220;Data Subjects&#8221;<\/strong>), 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\u2019s Privacy Policy, which can be found at <a href=\"http:\/\/www.1worldsync.com\/web\/us\/privacy-policy.\">http:\/\/www.1worldsync.com\/web\/us\/privacy-policy<\/a>.<\/p>\n<p>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\u2019s 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\u2019s 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\u2019s Privacy Policy.<\/p>\n<h3 id=\"terms9\" class=\"h5\">9. Warranties; Liabilities<\/h3>\n<p><strong>a. Company Warranties.<\/strong> 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\u2019s successful use of such Services depends entirely on Client\u2019s 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 &#8220;AS IS&#8221; BASIS. CLIENT ACKNOWLEDGES THAT THE SERVICES MAY INTERACT WITH, AND DEPEND UPON, THIRD-PARTY SYSTEMS AND APPLICATIONS OUTSIDE OF COMPANY\u2019S 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.<\/p>\n<p><strong>b. Client Warranties.<\/strong> 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\u2019s 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.<\/p>\n<p><strong>c. Infringement Indemnification.<\/strong> 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&#8217;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.<\/p>\n<p><strong>d. Mitigation.<\/strong> 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\u2019s corresponding license rights under the Agreement, and provide Client a pro rata refund of any prepaid fees associated therewith.<\/p>\n<p><strong>e. Client\u2019s Indemnification.<\/strong> 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&#8217;s fees) arising from (i) Client&#8217;s breach of the Agreement; (ii) Client\u2019s breach of any law or regulation and (iii) an allegation that any Client Content infringes any third-party Intellectual Property Right.<\/p>\n<p><strong>f. Notices and Claims.<\/strong> 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.<\/p>\n<p><strong>g. Limitation of Liability.<\/strong> COMPANY\u2019S 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\u2019S USE OF, AND RELIANCE UPON, SAME ARE CLIENT\u2019S SOLE RESPONSIBILITY, WITH CLIENT ASSUMING ALL ASSOCIATED RISKS.<\/p>\n<p><strong>h. Remedies.<\/strong> 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.<\/p>\n<h3 id=\"terms10\" class=\"h5\">10. Term and Termination<\/h3>\n<p><strong>a. Term.<\/strong> 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 (&#8220;<strong>Term<\/strong>&#8220;). If no term of service is specified in the Order Form, the Initial Term of the Agreement shall be one year.<\/p>\n<p><strong>b. Termination.<\/strong> 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.<\/p>\n<p><strong>c. Post-Term Obligations.<\/strong> 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\u2019s access and that Client must immediately cease all use of the other Party\u2019s Confidential Information in its possession or control, and (ii) within 30 days of the other Party\u2019s 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.<\/p>\n<p><strong>d. Survival.<\/strong> 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.<\/p>\n<h3 class=\"h5\">11. Miscellaneous<\/h3>\n<p><strong>a. Compliance with Laws.<\/strong> 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\u2019s use of or reliance on the System or the Services will place Client in compliance with applicable legal or regulatory requirements.<\/p>\n<p><strong>b. Trademark Usage.<\/strong> 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\u2019s name and logo on Company\u2019s website and in its marketing materials.<\/p>\n<p><strong>c. Export Control.<\/strong> 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).<\/p>\n<p><strong>d. Force Majeure.<\/strong> 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\u2019s (&#8220;<strong>Impacted Party<\/strong>&#8220;) reasonable control, including, without limitation, the following force majeure events (&#8220;<strong>Force Majeure Events<\/strong>&#8220;): (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&#8217;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&#8217; written notice.<\/p>\n<p><strong>e. Legal Notices.<\/strong> 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.<\/p>\n<p><strong>f. Assignment.<\/strong> Client may not assign its rights or obligations under the Agreement, without Company\u2019s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.<\/p>\n<p><strong>g. Entire Agreement.<\/strong> 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.<\/p>\n<p><strong>h. Conflicts; Severability.<\/strong> 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.<\/p>\n<p><strong>i. Amendments; Waivers.<\/strong> 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.<\/p>\n<p><strong>j. Governing Law and Venue.<\/strong> 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\u2019s confidentiality obligations in any court of competent jurisdiction.<\/p>\n<p><strong>k. Nature of Relationship.<\/strong> 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.<\/p>\n<p><strong>l. Due Authority; Binding Obligation.<\/strong> 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.<\/p>\n<p><strong>m. Equitable Relief.<\/strong> The remedy at law for breach of a Party\u2019s 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.<\/p>\n<p><strong>n. Global Trade and Anti-Corruption Compliance.<\/strong> 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.<\/p>\n<p><strong>o. Aggregate Anonymous Data.<\/strong> Client acknowledges and agrees that Company may collect non-personally identifiable statistical metadata and metrics regarding Client&#8217;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>\n<p><strong>p. Counterparts.<\/strong> 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.<\/p>\n<p><strong>q. Government Users.<\/strong> 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 \u2013 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.<\/p>\n<h3 id=\"terms12\" class=\"h5\">ContentCast Additional Terms &amp; Conditions for<br \/>\nManufacturers<\/h3>\n<p>These ContentCast Additional Additional Terms and Conditions for<br \/>\nManufacturers are in<br \/>\naddition to the general terms and conditions contained in the Master<br \/>\nServices Agreement<br \/>\nbetween Client and 1WorldSync and are made a part of the Master<br \/>\nServices Agreement and all<br \/>\nprovisions of the Master Services Agreement are incorporated as<br \/>\nthough restated herein.<br \/>\nThe ContentCast program (the <strong>\u201cContentCast Program\u201d<\/strong>)<br \/>\noffers online<br \/>\nmanufacturers an<br \/>\nopportunity to upload, customize and syndicate product information<br \/>\ncontent onto retailer<br \/>\nsites. If Client is accepted in the ContentCast Program, 1WorldSync<br \/>\n(<strong>\u201c1WorldSync\u201d<\/strong>,<strong>\u201c1WS\u201d<\/strong>)<br \/>\nwill make its proprietary platform (the <strong>\u201c1WorldSync<br \/>\nPlatform\u201d<\/strong>) available to<br \/>\nClient<br \/>\n(<strong>\u201cClient\u201d<\/strong>) to access the ContentCast service (the<br \/>\n<strong>\u201cService\u201d<\/strong>) under these ContentCast Terms<br \/>\nand Conditions and the terms of any applicable order forms (together<br \/>\nthe<br \/>\n<strong>\u201cAgreement\u201d<\/strong>).<\/p>\n<h3 class=\"h5\">ContentCast Additional Terms &amp; Conditions for<br \/>\nManufacturers<\/h3>\n<h4 class=\"h6\">1.Service and Definitions.<\/h4>\n<h4 class=\"h6\">1.1 Service.<\/h4>\n<p>The Service gives Client access to the 1WorldSync Platform allowing<br \/>\nClient to upload, enhance,<br \/>\nand customize Client Content and select certain syndication channels<br \/>\nwithin the 1WorldSync<br \/>\nNetwork as further described in the Order Form when applicable.<br \/>\nClient agrees to provide true,<br \/>\naccurate, current, and complete information about Client as<br \/>\nrequested during the registration<br \/>\nprocess, and to update Client information. Client may not reveal<br \/>\nClient subscription password to<br \/>\nanyone else and Client may not use anyone else&#8217;s password. Client is<br \/>\nresponsible for maintaining<br \/>\nthe confidentiality of Client account and password at all times.<br \/>\nClient shall notify 1WorldSync<br \/>\nimmediately in case of unauthorized access to Client\u2019s account.<\/p>\n<h4 class=\"h6\">1.2 Definitions.<\/h4>\n<p><strong> \u201c1WorldSync Inline Template Page\u201d<\/strong> means the<br \/>\nstandard 1WorldSync proprietary generic template<br \/>\nused to customize and syndicate Client Content via the 1WorldSync<br \/>\nPlatform.<\/p>\n<p><strong>\u201c1WorldSync Network\u201d<\/strong> means the value added resellers<br \/>\nor retailers, distributors, e-tailers,<br \/>\nshopping comparison sites, portal operators and partners of<br \/>\n1WorldSync who may receive or<br \/>\ndisplay Client Content via various 1WorldSync services.<\/p>\n<p><strong>\u201cManufacturer Content\u201d<\/strong> or <strong>\u201cClient<br \/>\nContent\u201d<\/strong> means the content provided by Client to<br \/>\n1WorldSync<br \/>\npursuant to this Agreement or otherwise collected independently by<br \/>\n1WorldSync and may include<br \/>\nwithout limitation: (i) information used to describe and promote<br \/>\nClient products including part<br \/>\nnumbers, descriptions, specifications, HTML, graphics, ads, flash<br \/>\nbanners, public price<br \/>\ncatalogs, images, key selling points, user manuals, marketing<br \/>\nmaterials, product tours, videos,<br \/>\ncreative assets, and logos, trademarks, trade names, service marks,<br \/>\nservice names, and distinct<br \/>\nbrand elements (the <strong>\u201cManufacturer Marks\u201d<\/strong> or<br \/>\n<strong>\u201cClient Marks\u201d<\/strong>).<\/p>\n<p><strong>\u201cOrder Form\u201d<\/strong>: From time to time, the Parties may<br \/>\nnegotiate an order form to define certain<br \/>\nContentCast Program features selected within the Service. Each Order<br \/>\nForm must be in writing and<br \/>\nsigned by an authorized officer of 1WorldSync in order to be<br \/>\neffective and shall be governed by<br \/>\nthe Agreement.<br \/>\nOther capitalized terms used in this Agreement are defined upon<br \/>\ntheir first occurrence,<br \/>\nindicated in bold and underlined.<\/p>\n<h4 class=\"h6\">2. Grant of Rights.<\/h4>\n<p>2.1 1WorldSync hereby grants Client a limited, non-exclusive,<br \/>\nnon-transferable, non-sublicensable, non-assignable, revocable license<br \/>\nduring the term of this Agreement to access and use the 1WorldSync<br \/>\nPlatform and the Service. All rights not expressly granted in these<br \/>\nTerms and Conditions are reserved by 1WorldSync.<\/p>\n<p>2.2 Client hereby grants to 1WorldSync: (i) an irrevocable,<br \/>\nnon-exclusive, worldwide, royalty-free and perpetual license to use,<br \/>\nreproduce, distribute, create derivative works of, and publicly display<br \/>\nClient Content within the 1WorldSync Network; and (ii) a non-exclusive,<br \/>\nworldwide, royalty-free license to use, reproduce, distribute and<br \/>\npublicly display Client name, logo and trademarks (\u201cClient Marks\u201d) for<br \/>\nthe purpose of providing the Service under this Agreement.<\/p>\n<p>In furtherance of the foregoing, 1WorldSync is permitted to distribute<br \/>\nand authorize third parties to distribute Client Content and Client<br \/>\nMarks and such third parties have the right to use, reproduce,<br \/>\ndistribute, create derivative works and publicly display the same when<br \/>\nthey receive the content from 1WorldSync. For avoidance of doubt,<br \/>\nnothing in this Agreement shall restrict 1WorldSync to use, reproduce,<br \/>\ndistribute, create derivative works of, and publicly display the<br \/>\nManufacturer information obtained by 1WorldSync from publicly available<br \/>\nsources.<\/p>\n<h4 class=\"h6\">3. Use Restrictions.<\/h4>\n<p>Use of the 1WorldSync Platform is strictly limited to Client use of the<br \/>\nService in accordance with the terms of the Agreement. Client will not<br \/>\nlicense, sublicense, sell, resell, transfer, assign, distribute or<br \/>\notherwise commercially exploit or make available to any third party the<br \/>\nService or the 1WorldSync Platform in any way. Client will not modify or<br \/>\nmake derivative works or attempt to reverse engineer the Service or the<br \/>\n1WorldSync Platform.<\/p>\n<h4 class=\"h6\">4. Ownership of Intellectual Property.<\/h4>\n<p>Client acknowledge and agree that as between Client and 1WorldSync: (a)<br \/>\nClient owns all right, title and interest in and to Client Content; and<br \/>\n(b) 1WorldSync owns all right, title and interest in and to the<br \/>\nContentCast Service, the 1WorldSync Platform, and any 1WorldSync<br \/>\nmaterial within the 1WorldSync Platform and Service as well as any<br \/>\n1WorldSync trademarks, service marks, logos and other distinctive brand<br \/>\nfeatures, data or content used within the Service or the 1WorldSync<br \/>\nPlatform. Nothing in this Agreement shall confer in Client any right of<br \/>\nownership in the foregoing.<\/p>\n<h4 class=\"h6\">5. Data.<\/h4>\n<p>1WS retains ownership of all data and information collected or obtained<br \/>\nby 1WS from users through the Service or through interaction with Client<br \/>\nContent displayed on the retailer sites.<\/p>\n<h4 class=\"h6\">6. Representations and Warranties.<\/h4>\n<p>Client represents and warrants that: (a) Client has the power and<br \/>\nauthority to enter into and perform the obligations under this<br \/>\nAgreement; (b) Client is in full compliance and will continue to comply<br \/>\nwith this Agreement and all applicable laws and regulations; (c) Client<br \/>\nwill not use the Service or the 1WorldSync Platform for any purpose<br \/>\nother than as expressly authorized under this Agreement; (d) Client has<br \/>\nall necessary rights, consents, waivers, licenses and clearances to<br \/>\ngrant the rights set forth in this Agreement; (e) Client Content does<br \/>\nnot contain any content, data, information, materials, advertising or<br \/>\nservices that are inaccurate or that infringe on or violate any<br \/>\napplicable law, or third party rights including without limitation<br \/>\nrights of publicity, rights of privacy, patents, copyrights, trademarks,<br \/>\ntrade secrets, licenses, and other contractual or property interests.<\/p>\n<h4 class=\"h6\">7. DISCLAIMERS.<\/h4>\n<p>1WS PROVIDES THE CONTENTCAST PLATFORM AND THE SERVICE \u201cAS IS\u201d, \u201cWITH ALL<br \/>\nFAULTS\u201d, AND WITHOUT ANY WARRANTY WHATSOEVER. 1WS DISCLAIMS ALL<br \/>\nWARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF<br \/>\nMERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, OR<br \/>\nNON-INFRINGEMENT. 1WS DO NOT WARRANT THAT ANY PART OF THE SERVICE OR THE<br \/>\nCONTENTCAST PLATFORM WILL MEET CLIENT&#8217;S NEEDS OR THAT THE OPERATION OF<br \/>\nTHE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE AND CLIENT ASSUMES THE<br \/>\nENTIRE RISK OF USING SUCH SERVICE.<\/p>\n<h4 class=\"h6\">8. Miscellaneous.<\/h4>\n<p>Client acknowledge that due to the news gathering and reporting and<br \/>\neditorial review nature of certain areas of 1WorldSync or its<br \/>\naffiliates&#8217; businesses, 1WorldSync editorial teams may review Client<br \/>\nproducts or any materials Client submit to our sites or through the<br \/>\n1WorldSync Platform and that such reviews will not be influenced by<br \/>\nClient participation into the ContentCast Program.<\/p>\n<h4 id=\"terms13\" class=\"h5\">Data Sync Direct Subscription Services Additional Terms and<br \/>\nConditions<\/h4>\n<p>These Data Sync Direct Subscription Services Additional Terms and Conditions are in addition<br \/>\nto<br \/>\nthe general terms and conditions contained in the Master Services Agreement between Client<br \/>\nand<br \/>\n1WorldSync and are made a part of the Master Services Agreement and all provisions of the<br \/>\nMaster<br \/>\nServices Agreement are incorporated as though restated herein.<\/p>\n<h4 class=\"h6\">1. SERVICES<\/h4>\n<p><strong>1.1. 1WorldSync DSD Services.<\/strong> Subject to the terms and conditions of this<br \/>\nAgreement, Client<br \/>\nshall have a non-exclusive, worldwide, limited right to use the Data Sync Direct (\u201cDSD\u201d)<br \/>\nservices described in the Product Description available at<br \/>\nhttps:\/\/1worldsync.com\/product-descriptions (the \u201cProduct Description\u201d), as the same may be<br \/>\nupdated by 1WorldSync from time to time in accordance with the terms of this Agreement<br \/>\n(collectively, the \u201cDSD Services\u201d), together with its associated software used by 1WorldSync<br \/>\nto<br \/>\nprovide the DSD Services (the \u201cSoftware\u201d) and all manuals, listings, diagrams and other<br \/>\nhard-copy or soft-copy and graphic materials that describe the use, operation, maintenance,<br \/>\nor<br \/>\ndesign of Software (the \u201cDocumentation\u201d), during the term of this Agreement.<\/p>\n<p><strong> 1.2. Maintenance and Support.<\/strong> 1WorldSync will provide maintenance and<br \/>\nsupport services to Client<br \/>\nwith respect to the DSD Services according to the Service Level Statement attached as<br \/>\nAttachment<br \/>\n1 to this Agreement (the \u201cSLS\u201d), which SLS may be updated by 1WorldSync with notice to<br \/>\nClient<br \/>\nfrom time to time to improve or expand availability and support for the DSD Services.<\/p>\n<p><strong> 1.3. Updates to the DSD Services.<\/strong> If updates are included as part of<br \/>\nClient&#8217;s subscription then<br \/>\nsuch updates shall be done to ensure compliance with all GDSN updates. 1WorldSync will<br \/>\nprovide<br \/>\nupgrades and updates to the DSD Services as described in this Agreement. Some of these<br \/>\nchanges<br \/>\nwill occur automatically, while others may require Client to work with 1WorldSync\u2019s<br \/>\nProfessional<br \/>\nServices team to implement the changes to meet requirements. The changes may require that<br \/>\nClient<br \/>\nmaintain particular browser versions and desktop software, in order to make efficient use of<br \/>\nthe<br \/>\nDSD Services. 1WorldSync will provide Client with reasonable advance notification of such<br \/>\nupgrades.<\/p>\n<p><strong>1.4. Software.<\/strong> Client may only access and use the Software at the level<br \/>\nwhich the Client has<br \/>\ncommitted to use and which 1WorldSync has permitted the Client to use. Client may not access<br \/>\nand<br \/>\nuse any other software hosted on the 1WorldSync platforms. Some software modules may be<br \/>\nvisible<br \/>\nto the Client through the DSD Services, but Client may only access and use them if they are<br \/>\npart<br \/>\nof the DSD Services for which Client has contracted. The Software that is available through<br \/>\nthe<br \/>\nDSD Services may be the same as, or different from, software licensed by 1WorldSync to<br \/>\nclients<br \/>\noutside of DSD Services, even if such software bears the same name; as such, 1WorldSync does<br \/>\nnot<br \/>\nguarantee that any specific features or functions that are generally commercially available<br \/>\nwill<br \/>\nbe part of the DSD Services.<\/p>\n<p><strong> 1.5. Location and Infrastructure.<\/strong> The Software is located on infrastructure<br \/>\ncontrolled by<br \/>\n1WorldSync and managed by 1WorldSync\u2019s third-party cloud service provider. Client may access<br \/>\nthe<br \/>\nSoftware, but has no right to receive a copy of the object code or source code to the<br \/>\nSoftware.<br \/>\n1WorldSync reserves the right to change its infrastructure from time to time and may share<br \/>\ninfrastructure with multiple clients of DSD Services.<\/p>\n<p><strong> 1.6. Connection to the DSD Services.<\/strong> Unless otherwise agreed by the<br \/>\nparties, Client shall be<br \/>\nresponsible, at its own expense, for procuring and maintaining the computer hardware,<br \/>\nsystems<br \/>\nsoftware and other software, data feeds, telecommunications, networks, peripherals and other<br \/>\nitems and services other than the DSD Services provided by 1WorldSync hereunder<br \/>\n(\u201cThird-Party<br \/>\nProducts\u201d) necessary to access the DSD Services. Client shall be solely responsible for all<br \/>\naspects of Internet use and connectivity.<\/p>\n<p><strong>1.7. Conditions of Use<\/strong>. The DSD Services provided to Client are<br \/>\nnon-exclusive, non-<br \/>\ntransferable, and are for Client\u2019s internal business use only. 1WorldSync expressly reserves<br \/>\nall<br \/>\nrights not expressly granted to Client herein. Client\u2019s right to access and use the DSD<br \/>\nServices<br \/>\nis conditional upon Client not:<\/p>\n<p>a. transferring to any other person or entity any of Client\u2019s rights to use the DSD Services;<\/p>\n<p>b. selling, renting or leasing the DSD Services to third parties, or to offer service bureau,<br \/>\ntime sharing, application service provider (ASP), cloud computing or other similar computer<br \/>\nservices to third parties;<\/p>\n<p>c. creating any derivative works based upon the DSD Services;<\/p>\n<p>d. making the DSD Services available, or transmitting or sharing identification or password<br \/>\ncodes to anyone who is not an employee of Client, or a person who is providing staff<br \/>\naugmentation services to Client, who is authorized to access the DSD Services as a named<br \/>\nuser<br \/>\n(an \u201cAuthorized User\u201d);<\/p>\n<p>e. permitting the identification or password codes to be cached in proxy servers and accessed<br \/>\nby<br \/>\nindividuals who are not Authorized Users, or permitting access to the DSD Services or<br \/>\nSoftware<br \/>\nthrough a single identification or password code being made available to multiple users on a<br \/>\nnetwork;<\/p>\n<p>f. changing any code, copy any feature, design or graphic in, or reverse engineering the<br \/>\nSoftware;<\/p>\n<p>g. accessing the DSD Services in order to build a competitive solution, or to assist someone<br \/>\nelse to build a competitive solution, or sharing or disclosing the DSD Services to anyone<br \/>\nnot<br \/>\nauthorized, such as a competitor of 1WorldSync;<\/p>\n<p>h. loading test scripts the DSD Services in order to test their scalability, or accessing<br \/>\nthe<br \/>\nDSD Services for purposes of monitoring their availability, performance or functionality, or<br \/>\nfor<br \/>\nany other benchmarking or competitive purposes;<\/p>\n<p>exceeding the usage limits the Client has committed to and which 1WorldSync agrees to supply<br \/>\nfor the DSD Services, except as provided in this Agreement; and\/or<\/p>\n<p>j. accessing or using features that are not part of the Software to which Client has been<br \/>\ngranted rights hereunder.<\/p>\n<p><strong>1.8. Additional Restrictions.<\/strong> Client shall not use the DSD Services:<\/p>\n<p>a. to store or transmit infringing, libelous, or otherwise unlawful or tortious material;<\/p>\n<p>b. to store or transmit material in violation of third-party privacy rights;<\/p>\n<p>c. to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or<br \/>\nmalicious<br \/>\ncode, files, scripts, agents or programs;<\/p>\n<p>d. to attempt to gain unauthorized access to the DSD Services or its related systems or<br \/>\nnetworks;<\/p>\n<p>e. for any illegal activity or to promote illegal activities; and\/or<\/p>\n<p>f. in violation of relevant export, encryption or data privacy laws and regulations in any<br \/>\nterritory in which the DSD Services are accessed.<\/p>\n<p><strong>1.9. Rights of Affiliates.<\/strong> Client\u2019s Affiliates may utilize the DSD Services<br \/>\nonly if (i) they are<br \/>\nexpressly identified to 1WS prior to the effective date as having rights to use such<br \/>\nservices,<br \/>\nor (ii) the applicable 1WorldSync fees are based on Client\u2019s revenues and the revenues of<br \/>\nsuch<br \/>\nAffiliates\u2019 were included in determining such fees. Additional Affiliates of Client may be<br \/>\nauthorized to utilize such products and services upon Client\u2019s request and payment of any<br \/>\napplicable fees to 1WorldSync. Client shall be responsible for ensuring compliance by its<br \/>\nAffiliates with the terms and conditions of the Agreement applicable to usage of the DSD<br \/>\nServices, and Client shall be responsible in case of any breach of such terms and conditions<br \/>\nby<br \/>\nits Affiliates. As used in this Agreement, \u201cAffiliate\u201d means an entity that controls, is<br \/>\ncontrolled by, or is under common control with a Party, with \u201ccontrol\u201d (including the terms<br \/>\n\u201ccontrolling\u201d, \u201ccontrolled by\u201d and \u201cunder common control with\u201d) meaning possession of the<br \/>\npower<br \/>\nto direct or cause the direction of the management and policies of an entity, whether<br \/>\nthrough<br \/>\nthe ownership of voting securities, through membership, by contract or otherwise, but only<br \/>\nfor<br \/>\nso long as such control continues to exist.<\/p>\n<h4 class=\"h6\">2. CLIENT DATA, ACCESS AND SECURITY<\/h4>\n<p><strong>2.1. Client Data.<\/strong> Client may use the DSD Services to store and transmit its<br \/>\nbusiness data or<br \/>\nother content that Client uploads to 1WorldSync\u2019s system as part of the DSD Services<br \/>\n(\u201cClient<br \/>\nData\u201d). The Client Data belongs to Client and 1WorldSync makes no claim to any right of<br \/>\nownership in it.<\/p>\n<p><strong>2.2. Responsibility for Client Data.<\/strong> Except with regard to the format of the<br \/>\nClient Data, Client<br \/>\nis solely responsible for all Client Data, including:<\/p>\n<p>a. the accuracy, quality, integrity, legality and correctness of all Client Data;<\/p>\n<p>b. the selection, creation, design, read, update, delete and maintenance of all Client Data;<\/p>\n<p>c. all copyright, patent and trademark clearances in all applicable jurisdictions and usage<br \/>\nagreements for all Client Data;<\/p>\n<p>d. the selection and design of Client\u2019s business controls and the implementation of those<br \/>\ncontrols within Client\u2019s organization on the access and use, backup and recovery and the<br \/>\nsecurity of all Client Data; and<\/p>\n<p>e. except for 1WorldSync\u2019s obligations under this Agreement, providing adequate security,<br \/>\nprotection, disaster recovery and backup of all Client Data, including any procedures<br \/>\nnecessary<br \/>\nto safeguard the integrity and security of all Client Data from access by unauthorized<br \/>\npersonnel.<\/p>\n<p><strong> 2.3. Confidentiality of Client Data.<\/strong> 1WorldSync shall not disclose Client<br \/>\nData except as<br \/>\nnecessary to provide the DSD Services to Client, or to comply with this Agreement.<br \/>\nSpecifically,<br \/>\n1WorldSync:<\/p>\n<p>a. may observe and report to Client on Client\u2019s usage of the DSD Services and make<br \/>\nrecommendations for improved usage of the DSD Services;<\/p>\n<p>b. may identify trends and publish reports on its findings provided the reports include data<br \/>\naggregated from more than one client site and do not identify Client; and\/or<\/p>\n<p>c. 1WorldSync may disclose Client Data to comply with the request of a government or<br \/>\nregulatory<br \/>\nbody, subpoenas or court orders, provided, however, that 1WorldSync shall provide prior<br \/>\nwritten<br \/>\nnotice<br \/>\nto Client prior to any disclosure and, to the extent permitted by applicable law, shall<br \/>\ncooperate with Client in complying with such request, subpoena or court order.<\/p>\n<h4 class=\"h6\">3. TERM AND TERMINATION<\/h4>\n<p><strong>3.1. Effect of Termination.<\/strong> Upon expiration or termination of this<br \/>\nAgreement, Client shall<br \/>\nimmediately cease use of the DSD Services and the Software, and Client acknowledges that<br \/>\n1WorldSync may block Client\u2019s access to the same. In addition, upon expiration or<br \/>\ntermination of<br \/>\nthe Agreement each Party shall (i) immediately cease all use of the other Party\u2019s<br \/>\nConfidential<br \/>\nInformation in its possession or control, and (ii) within 30 days of the other Party\u2019s<br \/>\nwritten<br \/>\nrequest, either return or destroy all such Confidential Information and acknowledge the same<br \/>\nin<br \/>\nwriting to the requesting Party. The Client has immediately terminated the right to receive<br \/>\nproduct upgrades, transfers and support assistance.<\/p>\n<h4 class=\"h6\">4. OWNERSHIP, USAGE AND CONFIDENTIALITY<\/h4>\n<p><strong>4.1. Ownership.<\/strong> 1WorldSync is the owner or licensee of all intellectual<br \/>\nproperty rights<br \/>\n(including, without limitation all copyrights, trade secrets, and trademarks) in and to the<br \/>\nDSD<br \/>\nServices, the Software, the Documentation, all modifications, improvements and derivative<br \/>\nworks<br \/>\nthereof. Client does not acquire any right, title or interest in or to the DSD Services,<br \/>\nSoftware or Documentation, except in accordance with this Agreement. 1WorldSync has, and<br \/>\nretains<br \/>\nthe right to, modify or remove any feature or functionality of the DSD Services, Software<br \/>\nand<br \/>\nDocumentation at any time, including correcting any intellectual property or legal issues,<br \/>\nprovided, however, that if such modification or removal materially alters the DSD Services,<br \/>\nClient shall have the option to terminate this Agreement without penalty. 1WorldSync (or its<br \/>\nlicensors) shall hold all title, ownership rights, and intellectual property rights to any<br \/>\nmodifications, updates, copies, translations, improvements, adaptations or incorporations of<br \/>\nthe<br \/>\nDSD Services, Software and Documentation, no matter by whom made or paid for. Client hereby<br \/>\ngrants to 1WorldSync a royalty-free, worldwide, irrevocable, perpetual license to<br \/>\ncommercialize,<br \/>\nuse and incorporate into the DSD Services, Software and Documentation any suggestions,<br \/>\nenhancement requests, recommendations or other feedback provided to 1WorldSync by Client<br \/>\nregarding the Licensed Software.<\/p>\n<p><strong>4.2. Usage Monitoring.<\/strong> Client agrees to permit 1WorldSync to monitor<br \/>\nClient\u2019s and each<br \/>\nAuthorized User\u2019s use of the DSD Services in such reasonable manner as 1WorldSync may<br \/>\nconsider<br \/>\nappropriate to document that such use of the DSD Services conforms to the requirements and<br \/>\nlimitations set forth in this Agreement, including the location of individual Authorized<br \/>\nUsers.<\/p>\n<h4 class=\"h6\">5. DSD SERVICES WARRANTIES<\/h4>\n<p><strong>5.1. Service Warranty.<\/strong> 1WorldSync warrants that: (i) the DSD Services will<br \/>\nfunction<br \/>\nsubstantially as described in the Product Description; and (ii) 1WorldSync owns or otherwise<br \/>\nhas<br \/>\nthe right to provide the DSD Services to Client under this Agreement. If the DSD Services do<br \/>\nnot<br \/>\nfunction substantially in accordance with the Product Description, 1WorldSync shall, at its<br \/>\noption, either (x) modify the DSD Services to conform to the Product Description; or (y)<br \/>\nprovide<br \/>\na workaround solution that will reasonably meet Client\u2019s requirements. However, 1WorldSync<br \/>\nhas<br \/>\nno warranty obligations:<\/p>\n<p>a. to the extent that Software has been modified by Client or any third party, unless the<br \/>\nmodification has been approved in writing by 1WorldSync; or<\/p>\n<p>b. for problems in the DSD Services caused by any Third-Party Products, by accidental damage,<br \/>\nor<br \/>\nby other matters beyond 1WorldSync\u2019s reasonable control.<\/p>\n<p><strong>5.2. Exclusion.<\/strong> THE FOREGOING LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF<br \/>\nALL OTHER<br \/>\nREPRESENTATIONS, WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, STATUTORY OR<br \/>\nOTHERWISE<br \/>\nINCLUDING, WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY,<br \/>\nMERCHANTABLE QUALITY AND FITNESS FOR A<br \/>\nPARTICULAR PURPOSE. Except for the limited warranty provided herein, the DSD Services,<br \/>\nSoftware<br \/>\nand Documentation are provided \u201cas is\u201d to Client.<\/p>\n<h4 id=\"terms14\" class=\"h5\">Service Level Statement<\/h4>\n<h4 class=\"h6\">OVERVIEW<\/h4>\n<p>The 1WorldSync Data Sync Direct (\u201cDSD Services\u201d) Service Level Statement (\u201cSLS\u201d) is defined<br \/>\nto<br \/>\nclarify what services are available and how you can expect to be supported. We pride<br \/>\nourselves<br \/>\non the quality of support provided in a timely fashion as described within this SLS.<\/p>\n<p>Our technical support team consists of highly skilled and qualified 1WorldSync personnel with<br \/>\nan<br \/>\naverage tenure of 10+ years and, as such, provides a depth of support rarely seen within the<br \/>\nsoftware industry today.<\/p>\n<p>Our support services are extensive and include:<\/p>\n<h4 class=\"h6\">NEW RELEASE &amp; MINOR RELEASE<\/h4>\n<p>New release software is provided as major, minor and point releases. Major releases encompass<br \/>\nnew functionality as driven by:<\/p>\n<ul class=\"Common-list\">\n<li>Compliance (GDSN, Industry &amp; Regulatory)<\/li>\n<li>Customer Enhancement Requests<\/li>\n<li>Customer Feedback<\/li>\n<li>Industry &amp; Technology Trends<\/li>\n<\/ul>\n<p>Minor releases consist of consolidated point releases and point releases may consist of<br \/>\ndatabase &amp; OS compliance and defect resolution.<\/p>\n<h4 id=\"terms14\" class=\"h6\">TECHNICAL INTERACTION<\/h4>\n<p>Our remote support capabilities allow us to provide \u201chands-on\u201d support to your systems<br \/>\ndirectly with you watching, guiding us to the issue and learning from what we do.<br \/>\nOur Professional Services can be engaged separately on a contract basis to extend our<br \/>\nsupport services to cover custom extensions, integrations, or applying upgrades to the DSD<br \/>\nServices. Additionally, best practices regarding the optimized use of your specific DSD<br \/>\nService implementation can be delivered though paid assessment engagements.<\/p>\n<p><strong>SLS SUMMARY<\/strong><\/p>\n<table class=\"table table-bordered\">\n<tbody>\n<tr>\n<th>Hours of Coverage<\/th>\n<th>Severity AAll Other Issues<\/th>\n<th>4 x 7 Support (not including holidays)8:30am to 5:00pm Central time<\/th>\n<\/tr>\n<tr class=\"table-active\">\n<th colspan=\"4\"><\/th>\n<\/tr>\n<tr>\n<th class=\"fw-normal\" colspan=\"2\">Support Channel<\/th>\n<th class=\"fw-normal\">web\/email\/phone<\/th>\n<\/tr>\n<tr class=\"table-active\">\n<th colspan=\"4\"><\/th>\n<\/tr>\n<tr>\n<th class=\"fw-normal\">Severity Level<\/th>\n<th class=\"fw-normal\">Definition<\/th>\n<th class=\"fw-normal\">Initial Response Time<\/th>\n<\/tr>\n<tr>\n<th class=\"fw-normal\">A \u2013 Production Down\/ Business Critical<\/th>\n<th class=\"fw-normal\">A production problem that severely impacts your use of the<br \/>\nsoftware (such as loss of production data or functionality). The situation halts<br \/>\nyour business-critical processes and no procedural workaround exists.<\/th>\n<th class=\"fw-normal\">1 hour<\/th>\n<\/tr>\n<tr>\n<th class=\"fw-normal\">B \u2013 Development Down\/ High Impact<\/th>\n<th class=\"fw-normal\">A problem where the software is functioning, however your use in a<br \/>\nproduction environment is severely reduced. The situation is causing a high impact<br \/>\nto portions of your business operations and no procedural workaround exists.<\/th>\n<th class=\"fw-normal\">4 hours<\/th>\n<\/tr>\n<tr>\n<th class=\"fw-normal\">C \u2013 Normal\/Medium Impact<\/th>\n<th class=\"fw-normal\">The problem involves non-critical impact on your use of the<br \/>\nsoftware in a production or QA environment. For production environments, there is a<br \/>\nmedium-to-low impact on your business, but business continues to function, including<br \/>\nuse of a procedural workaround. For QA environments, the situation is causing your<br \/>\nproject to no longer continue or promote into production.<\/th>\n<th class=\"fw-normal\">8 hours<\/th>\n<\/tr>\n<tr>\n<th class=\"fw-normal\">D \u2013 How To\/Low Impact<\/th>\n<th class=\"fw-normal\">General usage \/ \u201cHow to\u201d questions.<br \/>\nLimited to 2 hours of time.<\/th>\n<th class=\"fw-normal\">Within 5 business days<\/th>\n<\/tr>\n<tr>\n<th class=\"fw-normal\">E \u2013 Enhancement Requests<\/th>\n<th class=\"fw-normal\">Enhancement requests and<br \/>\nthe reporting of documentation errors.<\/th>\n<th class=\"fw-normal\">Notification of acceptance within 5 business days<\/th>\n<\/tr>\n<\/tbody>\n<\/table>\n<p><strong>SCOPE<\/strong><\/p>\n<div class=\"table-responsive\"><\/div>\n<table class=\"table table-bordered\">\n<tbody>\n<tr>\n<th>Supported<\/th>\n<th>Not Supported<\/th>\n<\/tr>\n<tr>\n<th class=\"fw-normal\">1WS DSD Service \u2013 Core Functionality<\/th>\n<th class=\"fw-normal\">Application Customizations<\/th>\n<\/tr>\n<tr>\n<th class=\"fw-normal\">1WorldSync Support Portal<\/th>\n<th class=\"fw-normal\">Application Configuration<\/th>\n<\/tr>\n<tr>\n<th class=\"fw-normal\">Supported Platforms<\/th>\n<th class=\"fw-normal\">3rd Party Products<\/th>\n<\/tr>\n<tr>\n<th class=\"fw-normal\">Diagnosis &amp; Error Correction for Core Defects<\/th>\n<th class=\"fw-normal\">Installation and Upgrade Services<\/th>\n<\/tr>\n<tr>\n<th class=\"fw-normal\">1WS DSD Services Product Licensing Issues<\/th>\n<th><\/th>\n<\/tr>\n<tr>\n<th class=\"fw-normal\">Enhancement and Change Request Logging<\/th>\n<th><\/th>\n<\/tr>\n<tr>\n<th class=\"fw-normal\">Limited \u201cHow-to\u201d\/\u201cBest Practice\u201d GDSN\/Application Questions<\/th>\n<th><\/th>\n<\/tr>\n<tr>\n<th class=\"fw-normal\">User and Administrator Documentation<\/th>\n<th><\/th>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/div>\n<p><strong>Note:<\/strong> Business Critical support scenarios resulting from modifications to third<br \/>\nparty systems or<br \/>\ndata layout changes made by non-1WorldSync personnel may be billed back to the customer on an<br \/>\nhourly basis as a Services engagement. Examples of this include but are not limited to: Internet<br \/>\nand network changes, Data Pool account changes, updates to Virus Scanning Software or Operating<br \/>\nSystem Patches, Operating System patches, Disk Full, System backup procedures,<br \/>\nCPU\/Memory\/Hardware issues or failure on the application database servers, User<br \/>\nProfile\/Password\/Authority, Expired Certificates and connectivity related to AS2 software.<\/p>\n<p><strong>SUPPLEMENTAL SERVICES<\/strong><\/p>\n<p>Supplemental Services are contracted separately on an hourly basis in a Statement of Work and may<br \/>\ninclude but are not limited to:<\/p>\n<ol>\n<li>Services to install or upgrade the DSD Services software, and any related analysis or<br \/>\nreengineering work for your unique implementation.<\/li>\n<li>Any regulated or audited environments that may require additional support procedures and<br \/>\nassociated supporting documentation may be subject to additional charges.<\/li>\n<li>Beyond Service Level D, additional services are offered on \u201cHow To Use\u201d requests outside of<br \/>\nthe DSD Services User Interface. Examples include, but are not limited to:<\/p>\n<ul>\n<li>GDSN and data synchronization mentoring or consulting, User training<\/li>\n<li>Application changes such as:\n<ul>\n<li>Adding new attributes outside of agreed on in SOW<\/li>\n<li>Setting up GLN\u2019s<\/li>\n<li>Setting up Linked GTINs<\/li>\n<li>Creating new User Views and Layouts<\/li>\n<li>Modifying application to retain\/archive\/store inbound\/outbound documents for<br \/>\ncustomer use<\/li>\n<\/ul>\n<\/li>\n<\/ul>\n<\/li>\n<li>Extended assistance as well as \u201cHow To Configure\u201d requests outside of the DSD Services User<br \/>\nInterface. Examples include, but are not limited to:<\/p>\n<ul>\n<li>Webserver, SSL, Rewrite rules configuration<\/li>\n<li>AS2, Network configuration<\/li>\n<li>Database configuration<\/li>\n<li>Creation or changes to workflow<\/li>\n<\/ul>\n<\/li>\n<li>Development for customization and enhancements. Examples include, but are not limited to:\n<ul>\n<li>Changes resulting from backend ERP systems upgrades<\/li>\n<li>Configuration changes<\/li>\n<li>Custom extensions<\/li>\n<li>Customization for new functional features<\/li>\n<\/ul>\n<\/li>\n<li>Modifications to back end ERP systems that result in invalid DSD Services data.<\/li>\n<li>Determination that a service outage resulting from a change by client\u2019s staff or a 3rd party<br \/>\nprevents DSD Services normal operation. Examples include, but are not limited to:<\/p>\n<ul>\n<li>Internet service provisions and network changes<\/li>\n<li>Data pool account changes<\/li>\n<li>Updates to Virus Scanning Software or Operating System Patches<\/li>\n<li>Disk full<\/li>\n<li>System backup procedures that lock applications<\/li>\n<li>CPU failures<\/li>\n<li>Relocation of DSD Service software or any portion thereof without 1WorldSync&#8217;s prior<br \/>\nknowledge<\/li>\n<\/ul>\n<\/li>\n<li>\u201cBest practices\u201d for client\u2019s industry or knowledge about specific trading partner<br \/>\nrequirements. With answers to questions such as \u201cHow do I link a Display Shipper?\u201d or \u201cWhat<br \/>\ndoes this 1WorldSync response message about Unit of Measure indicate?\u201d<\/li>\n<\/ol>\n<h4 id=\"terms16\" class=\"h5\">GDSN Products Additional Terms &amp; Conditions<\/h4>\n<p>These GDSN Products Additional Terms &amp; Conditions are in addition to the general terms and<br \/>\nconditions contained in the Master Services Agreement between Client and 1WorldSync and are made<br \/>\na part of the Master Services Agreement and all provisions of the Master Services Agreement are<br \/>\nincorporated as though restated herein.<\/p>\n<h4 class=\"h6\">1. Definitions.<\/h4>\n<p><strong>\u201cContent\u201d<\/strong> means any and all information including, but not limited to, text,<br \/>\nimages, videos, and<br \/>\nany other data or material entered into or approved for access through the System or otherwise<br \/>\nprovided by a party other than 1WS in relation to the Services.<\/p>\n<p><strong>\u201cGDSN\u201d<\/strong> means a network of interoperable data pools and the GS1 global registry<br \/>\nfor item and<br \/>\nmaster party data that enables data synchronization per the GS1 standards.<\/p>\n<p><strong>\u201cThird-Party Content\u201d<\/strong> means any Content created and\/or shared by a third-party<br \/>\nwith Client through a 1WS service or product.<\/p>\n<p><strong>\u201c1WorldSync Technology\u201d<\/strong> means (i) the 1WorldSync System, (ii) all software,<br \/>\ndocumentation,<br \/>\nspecifications, databases, templates and other materials, written or electronic, embodied in or<br \/>\nused by 1WorldSync to provide the 1WorldSync Services; (iii) all customizations, improvements<br \/>\nand enhancements to the same; and (iv) all associated program concepts, methodologies, know-how<br \/>\nand other intellectual property or proprietary rights.<\/p>\n<p><strong>\u201cUser\u201d<\/strong> means an employee or contractor of Client or its approved Affiliates that<br \/>\nClient has registered to access and use the Services.<\/p>\n<h4 class=\"h6\">2. 1WS License.<\/h4>\n<p>For the duration of the Agreement, 1WS hereby grants Client a non-exclusive license to utilize<br \/>\nthe 1WorldSync Technology solely for the purposes authorized under the Agreement. This license<br \/>\nincludes the right to upload Client Content to the System and\/or download third-party Content<br \/>\nfrom the System in accordance with the Agreement. This license is personal to Client and its<br \/>\nauthorized Affiliates and may not be sublicensed or remarketed to, shared with or utilized on<br \/>\nbehalf of, any third- party without 1WS\u2019s express written consent.<\/p>\n<h4 class=\"h6\">3. GDSN Terms of Participation.<\/h4>\n<p>If Client selects a Subscription Service that involves access to and use of the GDSN, Client<br \/>\nagrees to comply with the GS1 Data Excellence, Inc. Terms of Participation that apply<br \/>\nglobally to all users of the GDSN, as such terms may be updated from time to time by GS1<br \/>\nData Excellence, Inc. (\u201cGDSN Terms\u201d).<\/p>\n<p>The current version of the GDSN Terms for US based entities can be found at:<a href=\"https:\/\/www.gs1.org\/docs\/gdsn\/support\/GDSN-Terms-of-Participation-US_EN.pdf\">https:\/\/www.gs1.org\/docs\/gdsn\/support\/GDSN-Terms-of-Participation-US_EN.pdf<\/a><\/p>\n<p>The current version of the GDSN Terms for non-U.S. based entities can be found at: <a href=\"https:\/\/www.gs1.org\/docs\/gdsn\/support\/GDSN-Terms-of-Participation-non-US_EN.pdf\">https:\/\/www.gs1.org\/docs\/gdsn\/support\/GDSN-Terms-of-Participation-non-US_EN.pdf<\/a><\/p>\n<h4 class=\"h6\">4. Communities.<\/h4>\n<p>At its option, Client and its Users may access and participate in information exchange<br \/>\nbetween other 1WS clients through 1WS Communities. Participation allows users, at their<br \/>\noption, to publish selected information to various target markets and other recipients<br \/>\n(collectively, \u201cCommunities\u201d) outside of 1WS Services. By doing so, Client understands that<br \/>\nsuch information will be available to all other users of the Communities (\u201cSubscribers\u201d) via<br \/>\nthe GDSN, Web-based application program interfaces (\u201cAPIs\u201d), or other data feeds. If Client<br \/>\nchooses to publish any information to the 1WS Communities Platform, Client understands and<br \/>\nagrees that (x) such information will then be available to all Subscribers and 1WS, and that<br \/>\nthey will be able to monitor and report on how the information is accessed by other<br \/>\nSubscribers; and (y) all Subscribers are permitted to use, reproduce, adapt, translate and<br \/>\nincorporate such information, or any portion thereof, for their internal and external usage,<br \/>\nand to display and distribute the same through any medium and for any purposes. If Client is<br \/>\na Subscriber receiving information from a Community, Client agrees to: refrain from<br \/>\nmodifying the information; use it in a manner implying the<br \/>\nendorsement of Client as a preferred source of the information; use it for any illegal<br \/>\npurpose, or in a manner that is false or misleading as to its source; use it in an obscene,<br \/>\nindecent, sexually explicit, defamatory, abusive or slanderous manner, or in a manner that<br \/>\nrefers negatively to people or groups based on their race, ethnicity, religion, sexual<br \/>\norientation, gender or similar characteristics; or claim copyright or other ownership rights<br \/>\nin it, as distinct from Client\u2019s products or service offerings that may incorporate it.<\/p>\n<h4 class=\"h6\">5. Open URLs<\/h4>\n<p>The System allows Client to provide product URLs containing Client Content to its trading<br \/>\npartners and others, either by publishing them via the GDSN or sending them in some other<br \/>\nmanner. Client understands that although each unique product URL will be a complex Web<br \/>\naddress, these URLs and the Client Content is secured or encrypted and any third party that<br \/>\nis able to determine the product URL would be able to access, view and download the Client<br \/>\nContent associated with it.<\/p>\n<h4 class=\"h6\">6. Third-Party Content<\/h4>\n<p>1WS makes no representations or warranties regarding any Third-Party Content that Client may<br \/>\nobtain through the System or the GDSN. Client is solely responsible for verifying the<br \/>\naccuracy and completeness of all Third-Party Content before using, distributing or otherwise<br \/>\nrelying on it. Client\u2019s use of Third- Party Content obtained through the System or the GDSN<br \/>\nis subject to applicable law and the permissions, consent and authorizations granted to<br \/>\nClient by those third parties, as well as the Agreement.<\/p>\n<h4 class=\"h6\">7. Content Usage Information<\/h4>\n<p>1WorldSync is often asked by GS1 organizations and third parties to provide statistical data<br \/>\nregarding the GDSN and its usage including GLN publications, frequency of system usage,<br \/>\ntotal number of GTIN\u2019s, etc. None of the aggregated data shall identify or otherwise be<br \/>\nconnected to Client or Client\u2019s specific products or trading partners without prior written<br \/>\nconsent.<\/p>\n<h4 id=\"terms17\" class=\"h5\">DataSource Subscription Services Additional Terms and Conditionss<\/h4>\n<p>These DataSource Subscription Services Additional Terms and Conditions are in addition to the<br \/>\ngeneral terms and conditions contained in the Master Services Agreement between Client and<br \/>\n1WorldSync and are made a part of the Master Services Agreement and all provisions of the Master<br \/>\nServices Agreement are incorporated as though restated herein.<\/p>\n<h4 class=\"h6\">1. DataSource Subscription Services<\/h4>\n<p>1WS has developed a proprietary product data model (the \u201cDataSource PDM\u201d) according to which it<br \/>\ncaptures, aggregates, normalizes, and distributes up-to-date and ready to use technical and<br \/>\ncommercial product information data (the \u201cDataSource Content\u201d). Client desires to engage 1WS to<br \/>\nclassify data about certain products and to obtain a license to use and publish the DataSource<br \/>\nContent for the Permitted Uses as set forth in the Product Description, available at:<br \/>\n<a href=\"https:\/\/1worldsync.com\/product-descriptions\/datasource\/Sync.\">https:\/\/1worldsync.com\/product-descriptions\/datasource\/Sync.<\/a><\/p>\n<p><strong>2.1 <\/strong> Subject to the terms and conditions of this Agreement, 1WS hereby grants to<br \/>\nClient<br \/>\nand Client hereby accepts under the terms of this Agreement, a limited, non-transferable, and<br \/>\nnon-exclusive license for the term of this Agreement, to use and publish the DataSource Content<br \/>\nfor the &#8211; Permitted Usages. Client represents that it will control the systems on which the<br \/>\nDataSource Content will be stored. In addition, 1WS hereby grants to Client a limited license to<br \/>\nuse the DataSource ContentConnector during the term of the Agreement for the limited purpose of<br \/>\nimplementing the DataSource Content.<\/p>\n<h4 class=\"h6\">2. DataSource Subscription Services License and Limitations<\/h4>\n<p><strong>2.1 <\/strong> Subject to the terms and conditions of this Agreement, 1WS hereby grants to<br \/>\nClient<br \/>\nand Client hereby accepts under the terms of this Agreement, a limited, non-transferable, and<br \/>\nnon-exclusive license for the term of this Agreement, to use and publish the DataSource Content<br \/>\nfor the &#8211; Permitted Usages. Client represents that it will control the systems on which the<br \/>\nDataSource Content will be stored. In addition, 1WS hereby grants to Client a limited license to<br \/>\nuse the DataSource ContentConnector during the term of the Agreement for the limited purpose of<br \/>\nimplementing the DataSource Content.<\/p>\n<p><strong> 2.2<\/strong> DataSource Subscription Services Restrictions. Any use, publication, or<br \/>\ntransmission of the<br \/>\nDataSource Content or the DataSource ContentConnector other than as provided in Section 2.1 is<br \/>\nnot permitted and any such use, publication or transmission constitutes a material breach of<br \/>\nthis Agreement. Without limiting the foregoing, Client may not reformat, resell, lease or<br \/>\ntransmit in any manner; whether electronic or otherwise, by or on behalf of Client all or part<br \/>\nof the DataSource Content or the information contained therein to any third party in any manner<br \/>\nother than as is specifically authorized herein. Client agrees not to reverse assemble, reverse<br \/>\ncompile, reverse engineer or otherwise discover the technology of the DataSource PDM, the<br \/>\nDataSource Content or the DataSource ContentConnector. Client acknowledges that (a) 1WS<br \/>\ngenerates and collects the DataSource Content at considerable cost; (b) the value of the<br \/>\nDataSource Content is time-sensitive; (c) use of the DataSource Content other than as provided<br \/>\nin this Agreement substantially threatens the viability of 1WS\u2019s business.<\/p>\n<p><strong> 2.3<\/strong> Ownership. Client expressly acknowledges and agrees that 1WS owns all<br \/>\nright, title, and<br \/>\ninterest in and to the DataSource PDM, the DataSource ContentConnector, the DataSource Content<br \/>\n(except as indicated in Section 2.4), and all other data and information contained therein (the<br \/>\n\u201c1WS Proprietary Information\u201d), all of which shall remain the sole property of 1WS. Client<br \/>\nacknowledges that 1WS has not, by this Agreement or otherwise, prior to the date of this<br \/>\nAgreement, transferred any property rights in or to the 1WS Proprietary Information. Client<br \/>\ncovenants and agrees not to take any action that would adversely affect in any manner 1WS\u2019s<br \/>\nexclusive ownership of this property. If Client has any reason to believe that any party<br \/>\nwhatsoever is or intends to violate 1WS\u2019s intellectual property rights, it shall give prompt<br \/>\nnotice of such fact to 1WS and agrees to assist 1WS, at 1WS\u2019s expense, as may be reasonably<br \/>\nrequired to protect 1WS\u2019s rights.<\/p>\n<p><strong>2.4 <\/strong> Scope of License. The license granted by 1WS to Client does not include nor<br \/>\ncover the<br \/>\nInformation Components, Product Image, and Marketing Description to which manufacturers\u2019 or<br \/>\nthird parties\u2019 copyrights and trademarks could be attached. Client uses, publishes, and<br \/>\nsub-licenses such components at its own risk<\/p>\n<p><strong> 2.5 <\/strong>Compliance. Client shall take all necessary steps to ensure that its<br \/>\nmanagement, employees,<br \/>\nagents, affiliates, consultants, subcontractors and all other persons within its organization<br \/>\nwho have access to the DataSource Content, 1WS\u2019s materials or the 1WS Proprietary Information<br \/>\nunder the terms of this Agreement will be informed of and will comply fully with the provisions<br \/>\nof this Agreement. 1WS reserves its right to review and audit Client\u2019s use of the DataSource<br \/>\nContent at any time. Upon 1WS\u2019 s request, Client shall cooperate with 1WS to provide all<br \/>\nrelevant information regarding Client\u2019s use of the DataSource Content, including without<br \/>\nlimitation providing all necessary user name(s) and password(s) and other security credential to<br \/>\naccess the site(s) or the system(s) where the DataSource Content appears.<\/p>\n<p><strong> 2.6 <\/strong> of Materials. On termination of this Agreement for any reason, Client shall<br \/>\nimmediately cease to use and\/or publish the DataSource Content and the<br \/>\nDataSourceContentConnector unless it has purchased a Static License from 1WS for continued use.<br \/>\nIn addition, each party agrees it shall take all steps necessary to destroy or return promptly<br \/>\nto the other party all documents, materials, and Confidential Information which may have been<br \/>\nprovided during the term of this Agreement and which remains in its possession.<\/p>\n<\/div>\n<\/div>\n<div class=\"hero-action text-center mt-5 pt-5\"><a class=\"button-primary--lg\" href=\"https:\/\/1worldsync.com\/wp-content\/uploads\/2023\/08\/MSA-and-Addtional-TCs.pdf\" download=\"\">Download as<br \/>\nPDF<\/a><\/div>\n<\/div>\n<\/div>\n<\/div>\n","protected":false},"excerpt":{"rendered":"<p>Contents Scope Definitions Information Companys\u2019s Obligations Client&#8217;s Obligations Content Third-Party Content Financials Confidentiality and Privacy Warranties and Liabilities Term and Termination Miscellaneous ContentCast Additional Terms [&hellip;]<\/p>\n","protected":false},"author":21,"featured_media":0,"template":"","meta":{"_acf_changed":false,"advgb_blocks_editor_width":"","advgb_blocks_columns_visual_guide":"","_page_status":""},"product-description-language":[],"service-descriptions":[],"class_list":["post-85639","product-descriptions","type-product-descriptions","status-publish","hentry"],"acf":[],"yoast_head":"<!-- This site is optimized with the Yoast SEO Premium plugin v21.8 (Yoast SEO v27.2) - https:\/\/yoast.com\/product\/yoast-seo-premium-wordpress\/ -->\n<title>Master Services Agreement - Syndigo<\/title>\n<meta name=\"robots\" content=\"index, follow, max-snippet:-1, max-image-preview:large, max-video-preview:-1\" \/>\n<meta property=\"og:locale\" content=\"en_US\" \/>\n<meta property=\"og:type\" content=\"article\" \/>\n<meta property=\"og:title\" content=\"Master Services Agreement\" \/>\n<meta property=\"og:description\" content=\"Contents Scope Definitions Information Companys\u2019s Obligations Client&#8217;s Obligations Content Third-Party Content Financials Confidentiality and Privacy Warranties and Liabilities Term and Termination Miscellaneous ContentCast Additional Terms [&hellip;]\" \/>\n<meta property=\"og:url\" content=\"https:\/\/syndigo.com\/de\/product-descriptions\/master-services-agreement\/\" \/>\n<meta property=\"og:site_name\" content=\"Syndigo\" \/>\n<meta property=\"article:publisher\" content=\"https:\/\/www.facebook.com\/syndigoLLC\" \/>\n<meta property=\"article:modified_time\" content=\"2026-04-03T14:22:23+00:00\" \/>\n<meta property=\"og:image\" content=\"https:\/\/syndigo.com\/wp-content\/uploads\/2024\/01\/Syndigo.webp\" \/>\n\t<meta property=\"og:image:width\" content=\"1292\" \/>\n\t<meta property=\"og:image:height\" content=\"720\" \/>\n\t<meta property=\"og:image:type\" content=\"image\/webp\" \/>\n<meta name=\"twitter:card\" content=\"summary_large_image\" \/>\n<meta name=\"twitter:site\" content=\"@syndigoLLC\" \/>\n<meta name=\"twitter:label1\" content=\"Est. reading time\" \/>\n\t<meta name=\"twitter:data1\" content=\"55 minutes\" \/>\n<script type=\"application\/ld+json\" class=\"yoast-schema-graph\">{\"@context\":\"https:\/\/schema.org\",\"@graph\":[{\"@type\":\"WebPage\",\"@id\":\"https:\/\/syndigo.com\/de\/product-descriptions\/master-services-agreement\/\",\"url\":\"https:\/\/syndigo.com\/de\/product-descriptions\/master-services-agreement\/\",\"name\":\"Master Services Agreement - Syndigo\",\"isPartOf\":{\"@id\":\"https:\/\/syndigo.com\/de\/#website\"},\"datePublished\":\"2023-08-02T02:24:57+00:00\",\"dateModified\":\"2026-04-03T14:22:23+00:00\",\"breadcrumb\":{\"@id\":\"https:\/\/syndigo.com\/de\/product-descriptions\/master-services-agreement\/#breadcrumb\"},\"inLanguage\":\"en-US\",\"potentialAction\":[{\"@type\":\"ReadAction\",\"target\":[\"https:\/\/syndigo.com\/de\/product-descriptions\/master-services-agreement\/\"]}]},{\"@type\":\"BreadcrumbList\",\"@id\":\"https:\/\/syndigo.com\/de\/product-descriptions\/master-services-agreement\/#breadcrumb\",\"itemListElement\":[{\"@type\":\"ListItem\",\"position\":1,\"name\":\"Home\",\"item\":\"https:\/\/syndigo.com\/\"},{\"@type\":\"ListItem\",\"position\":2,\"name\":\"Master Services Agreement\"}]},{\"@type\":\"WebSite\",\"@id\":\"https:\/\/syndigo.com\/de\/#website\",\"url\":\"https:\/\/syndigo.com\/de\/\",\"name\":\"Syndigo\",\"description\":\"Data Unlocked. 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