Master Client Agreement

This Master Client Agreement (“MCA”) is entered into between Syndigo LLC, a Delaware limited liability company (“Syndigo”), and the Client (“Client”) identified in any Services Agreement signed by both Parties referencing this MCA (each, a “Services Agreement”), and is effective as to such Service Agreement as of the effective date identified therein (the “Effective Date”). Together the Services Agreement and this MCA are referred to as the “Agreement”. Client and Syndigo may be referred to in the Agreement individually as a “Party” and together as the “Parties”.

1. Background

Syndigo provides digital asset management and product information management solutions to enable an efficient and accurate transfer of information across the brand, retailer and restaurant ecosystem using Syndigo’s proprietary content management software and other platforms (collectively, the “Platform”). Syndigo’s services and any related specifications will be set forth in the applicable Services Agreement and may include access to the Platform, creating, hosting and providing access to product digital images, video, attributes, data, enhanced content and other information to maximize in-store and ecommerce sales, supply chain management, shelf merchandising and store optimization, menu nutrition access solutions, implementation services, professional services, creative services and managed services (collectively, inclusive of the licensing of Syndigo Content as set forth below, the “Services”). The Services may include use of images, data, attributes, media and other information for products and/or product cases as imaged, coded, compiled and arranged by Syndigo (“Syndigo Content”) and/or Client-created images, data, attributes, media and other information for its own branded products (“Client Content”), all as more fully described in the applicable Services Agreement. The Agreement governs Client’s access to and use of the Services. A Services Agreement may provide for the provision of Services to Client by an Affiliate of Syndigo, in which case such Affiliate shall be solely responsible for providing such Services, but such Services Agreement shall be subject to this MCA, with all references herein to Syndigo deemed, for the purposes of such Services Agreement, to refer to such Affiliate.

2. Syndigo License Grant

2.1 Terms of Grant. Subject to the terms and conditions of this MCA, and any additional restrictions, terms or conditions set forth in the applicable Services Agreement, Syndigo grants to Client a limited, non-exclusive, non-transferable right to make use of the Services and any Syndigo Content provided with the Services solely for the purposes specified in the applicable Services Agreement. .

2.2 Ownership. Client acknowledges that the Services and Syndigo Content, excluding any Client Content, are proprietary to Syndigo and that Syndigo owns certain Intellectual Property Rights in and to the Services and the Syndigo Content, and that Client will not acquire any rights thereto other than the right to use the Services and/or the Syndigo Content as set forth under the Agreement. Syndigo may, from time to time and in the ordinary course of its business, add, delete and modify Syndigo Content. Syndigo does not grant Client any rights in its compilation or arrangement of Syndigo Content into its proprietary database. “Intellectual Property Rights” means all copyrights, including any rights to derivative works, trademark rights, trade secrets, know-how and patents (whether arising under federal, state or foreign law). Syndigo’s Intellectual Property Rights do not include any rights to Client Content, Client’s products, labels, packaging, illustrations, images, copyrights, trademarks, or trade dress generally, and such rights will remain solely those of Client. Syndigo’s Intellectual Property Rights also do not include any rights to content provided by third parties (“Third-Party Content”).

2.3 Client Users. “Client Users” means any employee or individual independent contractor of Client (solely to the extent that such contractor is making use of the Services on behalf of Client and solely using Client’s internal systems in connection therewith) involved in carrying out the purpose of the Services Agreement. Client shall ensure that each Client User complies with the Agreement.

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

3. Restrictions On Use Of Services And Syndigo Content

Except as expressly provided under the Services Agreement, Client and Client Users will not:

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

2. Use with, integrate and/or populate any third-party software or database with Syndigo 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 Services Agreement;

3. Alter or modify the Syndigo Content, or remove any source attribution included in the Syndigo Content;

4. Utilize the Syndigo Content to create a new database, merge with or supplement an existing database or otherwise attempt to replicate the Syndigo Content, other than transient caching or other temporary storage incidental to the Permitted Uses set forth in the Services Agreement;

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

6. Interfere with, circumvent, manipulate or disrupt the operation or the functionality of any Services or link to elements or components of the Service, independently from the web pages on which they originally appear, or display the Services or any part thereof in an exposed or concealed frame.

4. Platform

Except as otherwise specifically set forth in the applicable Services Agreement, Syndigo will provide Client unique access credentials for the number of Platform users set forth in the Services Agreement (each, a “Platform User”). A Platform User must be either a Client User or an approved Third Party User. Platform User logins are for designated Platform Users only and cannot be shared or used by more than one Platform User, but any Platform User login may be permanently reassigned to another Platform User by Syndigo upon Client’s written request. Client will be responsible for the confidentiality and use of a Platform User’s access credentials. Client will use commercially reasonable efforts to prevent unauthorized access to or use of the Platform and will promptly notify Syndigo of any unauthorized use of any Platform User’s access credentials.

5. Syndigo Content

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

5.2 Syndigo Content. Unless otherwise expressly stated in the Services Agreement, Syndigo 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 Syndigo Content downloaded and stored along with Client or third-party data in a single database on Client’s servers will be marked and maintained by Client at all times with a unique flag or identifier. In the event Client elects not to use a unique flag or identifier to mark the Syndigo Content, then Syndigo Content may not be stored with Client or third-party data in the same database and Syndigo Content must be kept separate at all times from all other data on Client’s servers. All Syndigo Content must be stored as delivered by Syndigo 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 Syndigo Content.

5.3 Unauthorized Use and Access. Client will be responsible for any breaches by its employees, Client Users, Third Party Users or other persons who make unauthorized use of, or who gain unauthorized access to, the Services or Syndigo 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 Syndigo Content. Client will notify Syndigo immediately upon knowledge of any unauthorized access or use of any Services or Syndigo Content and will assist Syndigo to enjoin and otherwise redress such conduct.

6. Client Content

Client may provide Client Content to Syndigo for use by Syndigo in performance of the Services and use by other parties who have contracted with Syndigo, subject to the terms and conditions of the Agreement. Upon submission of any Client Content, Client hereby grants to Syndigo 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 Client Content) and create derivative works of the Client Content (such as works resulting from changes made to meet format requirements) solely in connection with the performance of the Services. Syndigo acknowledges that the Client Content is proprietary to Client and that Client owns certain Intellectual Property Rights in and to the Client Content. Syndigo is not responsible for the quality of Client Content. Syndigo does not verify the accuracy of Client Content or that it meets required specifications for syndication and distribution, including, without limitation, retailer website requirements. Client acknowledges and agrees that Syndigo may remove Client Content from its systems to mitigate any copyright or other infringement claims.

7. Third-Party Content

Client may provide Third-Party Content, including, without limitation, manufacturer-provided content, to Syndigo for use by Syndigo in performance of the Services and use by other parties who have contracted with Syndigo, subject to the terms and conditions of the Agreement. Upon submission of any Third-Party Content, Client hereby represents and warrants that it has sufficient legal rights therein to grant, and does hereby grant, to Syndigo 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. Syndigo acknowledges that the Third-Party Content is proprietary to Client and its licensors and that Client and its licensor own certain Intellectual Property Rights in and to the Third-Party Content. Syndigo is not responsible for the quality of Third-Party Content. Syndigo does not verify the accuracy of Third-Party Content or that it meets required specifications for syndication and distribution, including, without limitation, retailer website requirements. Client acknowledges and agrees that Syndigo may remove Third-Party Content from its systems to mitigate any copyright or other infringement claims.

8. Fees

In consideration of the Services, Client will pay to Syndigo such fees as provided in and in accordance with the Services Agreement(s) and any addendums or supplements thereto. Client will be solely responsible for and will pay or reimburse Syndigo 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. Without limiting its other legal rights under the Agreement, Syndigo reserves the right to suspend Services for nonpayment of amounts due pursuant to the Agreement. All payments are to be made in United Stated dollars (USD) unless otherwise stated in a Services Agreement.

9. Term And Termination

9.1 Term. The Agreement commences on the Effective Date and continues for so long as any Services Agreement hereunder remains in effect (the “Term”).

9.2 Early Termination. Either Party may terminate a Services Agreement immediately by written notice to the other Party upon the occurrence of (a) a material breach of the Services Agreement 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.

9.3 Effect of Termination. Upon expiration of the Term or termination of the applicable Services Agreement, any licenses granted by Syndigo (including in respect of the Services and/or Syndigo Content set forth in any applicable Services Agreement or herein (e.g., the licenses granted pursuant to Section 2.1 hereof)) are revoked. Client will cease to use all Services and, if applicable, destroy all Syndigo Content in its possession or control, and provide Syndigo with written certification that it has taken such actions.

10. Warranties; Limitation of Liability 

10.1 Syndigo Warranties. Syndigo warrants that the Services will be performed in a good and workmanlike manner. Syndigo does not warrant that Syndigo 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 Platform on a self-service basis, and Client’s successful use of such Services depends entirely on Client’s commitment to using such Services in accordance with the applicable specifications, requirements, instructions and training resources made available by Syndigo. SYNDIGO 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 SYNDIGO CONTENT ARE PROVIDED ON AN “AS IS” BASIS. CLIENT ACKNOWLEDGES THAT THE SERVICES MAY INTERACT WITH, AND DEPEND UPON, THIRD-PARTY SYSTEMS AND APPLICATIONS OUTSIDE OF SYNDIGO’S CONTROL, SUCH AS RETAILER WEBSITES. SYNDIGO 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.

10.2 Client Warranties. Client represents, warrants and covenants that (i) the 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 Syndigo 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) the Client Content does not violate any third party’s privacy rights, rights or duties under consumer protection, or constitute libel, slander or defamation, or include material which is obscene, pornographic, or adult-oriented. Client is solely and exclusively responsible for all Client Content and must make all reasonable efforts to verify the 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.


11. Indemnification

11.1 Syndigo Indemnification. Syndigo will indemnify, defend and hold Client harmless from and against any and all third-party claims, actions, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising from an allegation that the Services and if applicable, the Syndigo 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, Syndigo may, at its option, secure for Client the right to continue to use the Services or applicable Syndigo 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 Services Agreement.

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

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

12. Miscellaneous

12.1 Certain Definitions. As used in the Agreement, the following terms have the following meanings:

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

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

12.2 Waiver and Amendment. Except as provided under Section 12.15 (Modifications), 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.

12.3 Successors and Assigns. Client may not assign its rights or obligations under the Agreement, without Syndigo’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.

12.4 Notices. All notices, demands or consents required or permitted under the Agreement will be in writing. Notice will be considered delivered and effective when (a) personally delivered; (b) delivered by private overnight carrier with delivery confirmation; (c) delivered by certified U.S. Mail, return receipt requested; or (d) delivered by email, and notices so delivered will be effective upon dispatch by the sender of the electronic transmission; provided that a notice provided pursuant to clauses (a), (b) or (c) must also be sent via email to be effective. Notice will be addressed to the person and address identified on the latest Services Agreement 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.

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

12.6 Severability and Survival. 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. Sections 2, 2.4, 3, 5, 8 (as to payment obligations arising prior to termination), 9.3, 10, 11, and this Section 12, and any other provisions which by their nature survive termination, will survive the termination or expiration of the Agreement.

12.7 Complete Agreement. The Agreement constitutes the final and complete understanding between the Parties with respect to the subject matter hereof, and supersede 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 MCA and any term or condition in any Services Agreement, the applicable term in the Services Agreement will govern with respect to such Services Agreement.

12.8 Force Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached the Agreement, for any failure or delay in fulfilling or performing any term of the Agreement (except for any obligations of Client to pay Syndigo), when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, and other natural disasters; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions, including without limitation taken in response to public health emergencies; (e) national or regional emergency conditions; and (f) other events beyond the reasonable control of the Impacted Party. The Impacted Party shall give reasonable notice (which need not comply with the formal notice provisions of the Agreement) within ten (10) days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of sixty (60) days following written notice given by it under this Section 8, the other Party may thereafter terminate this Agreement upon thirty (30) days’ written notice.

12.9 Publicity. Syndigo may publicly identify Client as one of its Clients, including displaying Client’s name and logo on Syndigo’s website and in its marketing materials.

12.10 Confidentiality. 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 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. 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. The foregoing obligation of confidentiality and non-disclosure will not apply to (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.

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

12.12 Privacy and Data Security. All capitalized terms in this Section but not otherwise defined under this MCA shall have the meanings defined in Regulation (EU) 2016/679 (“GDPR”). If, in the context of the provision of the Services, Syndigo Processes Personal Data on behalf of Client, Syndigo shall be deemed to act as a Processor, and Client shall be deemed to act as a Controller with respect to the Processing of such Personal Data. Client agrees that if the Parties have not agreed upon a Data Processing Addendum (as defined below), or when a Data Processing Addendum is not in full force and effect for any other reason, Client shall be prohibited from submitting to or otherwise Processing Personal Data within the Syndigo applications if said Processing is governed by data protection or privacy laws that require the execution of a processing agreement between the Processor and the Controller (“Data Processing Addendum”), such as the GDPR, and shall be obligated to immediately cease and desist from any such Processing activities for as long as a Data Processing Addendum between the Parties is not in full force and effect. Syndigo’s Data Processing Addendum is available at or by request to and can be accepted by returning a signed copy of the Syndigo Data Processing Addendum Accession Agreement to (which can be obtained by contacting

12.13 Aggregate Anonymous Data. Client acknowledges and agrees that Syndigo may collect non-personally identifiable statistical metadata and metrics regarding Client’s use of the Services in order to improve the quality and delivery of the Services and for internal reporting purposes. Client further acknowledges and agrees that Syndigo 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.

12.14 Export Control. Client acknowledges and agree that the Services may be subject to export laws and regulations of the United States and other jurisdictions. Each Party represents that it is not named on any U.S. government denied-party list. Client shall not permit Platform Users to access or use the Services in, or export any Syndigo Content to, a U.S.-embargoed destination (currently Cuba, Crimea, Iran, North Korea, Sudan, or Syria).

12.15 Modifications. If Syndigo makes a material change to this MCA, then Syndigo will notify Client by sending an email to the notification email address in the latest Services Agreement. If the change has a material adverse impact on Client and Client does not agree to the change, Client must so notify Syndigo via email at within thirty (30) days after receiving notice of the change. If Client notifies Syndigo as required, then Client will remain governed by the Agreement in effect immediately prior to the change until the end of the Term for the then-active Services Agreement(s).