S.P. Richards Retail Sponsored Program

1. Syndigo Services – Content Experience Suit

The Services include the use of and access to Syndigo’s proprietary software and web portal, the Content Experience Suit in connection with the Services, including the following:

• Content Experience Suit Users: up to 5 unless the parties otherwise agree in writing (email sufficient).
• Data Quality Scoring: Parameters within Content Experience Suit measure and report data quality, completeness, and feedback from recipients.
• Storage of Digital Assets and Rich Media – Up to 200GB: Digital storage space accessible via Content Experience Suit to store and maintain all digital assets applicable to the Services including images, documents, videos, 360 spin images, and other rich media. Additional storage (at no fee) is available upon request from Vendor; provided the parties will work together in good faith to remove old items and/or free up storage space as appropriate.
• Self-Guided Training Materials: Receive accurate and up-to-date user guides and new functionality updates to support usage of Content Experience Suit.
• Training Webinars: Retailer specific training videos will be available for all Content Experience Suit Users (and recorded and generally made available at any time to Vendors).
• Account Reps: Syndigo shall provide timely and responsive account services support to assist Vendors under this Agreement, including with respect to the Vendor Content (e.g., help requests, onboarding, uploading, etc.), and will respond to Vendor requests/inquiries within three business days.
• Managed Services: Syndigo may provide additional managed services for Vendor at Vendor’s request for a fee of $150 per webpage.

2. GDSN (Global Data Synchronization Network)

The Services include allowing Vendor to upload information relating to the goods provided by Vendor to S.P. Richards, including without limitation images, data, nutritional labels, logistics data, logos, goods information and goods characteristics/properties (“Vendor Content”) to Content Experience Suit for Syndigo to store and syndicate to S.P. Richards, subject to the following:

• Recipient of Vendor Content: S.P. Richards
• SKU number for Vendor Content: Unlimited
• Vendor will upload the Vendor Content to Syndigo in the format and meeting the specifications required by Syndigo via a mutually agreed upon method.

3. Term & Fees

This Services Agreement commences on the Effective Date and will end no later than 36 months from the Effective Date, unless earlier terminated (the “Initial Term”); and provided further that this Agreement shall automatically terminate upon the termination or expiration of the relationship between S.P. Richards and Syndigo. This Services Agreement will automatically renew for successive additional terms of 12 months in length (each a “Renewal Term”), unless either Party gives at least 30 days written notice to the other Party prior to the expiration of the Initial Term or a Renewal Term. The Services provided under this Services Agreement will be provided without charge to Vendor. If Vendor requests syndication to an additional recipient or the syndication of information outside the scope of Vendor Content described in this Services Agreement, additional terms and fees will apply and Vendor will be referred to Syndigo’s sales department for the execution of a separate Services Agreement. This Agreement is specific to Vendor’s provision of Vendor Content to and for S.P. Richards only.

4. Syndigo License Grant

Syndigo grants to Vendor a limited, non-exclusive, non-transferable right to make use of the Services solely for the purposes specified herein. The license granted under this Section shall terminate upon termination of this Services Agreement. Vendor acknowledges that the Services are proprietary to Syndigo and that Syndigo owns certain Intellectual Property Rights in and to the Services and that Vendor will not acquire any rights thereto other than the right to use the Services as set forth under this Services Agreement. “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 Vendor Content or Vendor’s products, labels, packaging, illustrations, images, copyrights, trademarks, or trade dress generally, and such rights will remain solely those of Vendor. Vendor will not reverse assemble, reverse compile, or otherwise translate any portion of the software or other intellectual property relating to the Services.

5.Vendor Content

Vendor may provide Vendor Content to Syndigo for use by Syndigo in performance of the Services, subject to the terms and conditions of this Services Agreement. Upon submission of any Vendor Content, Vendor hereby grants to Syndigo a limited, non-exclusive, perpetual license to store, host, use, copy, modify (as directed by Vendor), distribute, display and sublicense to S.P. Richards solely in connection with the performance of the Services. Syndigo acknowledges that the Vendor Content is proprietary to Vendor and that Vendor owns certain Intellectual Property Rights in and to the Vendor Content to provide this license to Syndigo. Syndigo is not responsible for the quality of the Vendor Content and does not verify the accuracy of any data, attributes or information included therewith.

6. Warranties; limitation of liability

6.1 Syndigo’s Warranties. Syndigo warrants that the Services will be performed in a good and workmanlike manner. Syndigo does not warrant that the Syndigo Content is free from errors, accurate, complete or current. 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 USE. VENDOR ACKNOWLEDGES, EXCEPT AS OTHERWISE PROVIDED UNDER THE AGREEMENT, VENDOR IS BEING PROVIDED AND ACCEPTING THE SERVICES ON AN “AS IS” BASIS. VENDOR ACKNOWLEDGES THAT THE SERVICES MAY INTERACT WITH THIRD-PARTY WEB ENVIRONMENTS OUTSIDE SYNDIGO’S CONTROL AND SYNDIGO WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES INCURRED BY VENDOR DUE TO ANY ERRORS, OMISSIONS, OR DELAYS IN THE OPERATION OF SUCH THIRD-PARTY WEB ENVIRONMENTS.

6.2 Vendor’s Warranties. Vendor represents, warrants and covenants (i) the Vendor Content does not infringe on any third-party Intellectual Property Rights; (ii) Vendor has all necessary rights, power and authority to grant the rights and licenses provided to Syndigo (and sublicense to S.P. Richards ) under the Agreement; (iii) Vendor will not publish, post, upload or otherwise transmit Vendor Content that contains any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage any systems of another; and (iv) the Vendor 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. Vendor is solely and exclusively responsible for all Vendor Content and must verify the Vendor Content is accurate, up-to-date and lawful. Vendor will comply with any governmental law, statute, ordinance, 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.

6.3 Limitation of Liability. SYNDIGO’S AGGREGATE MAXIMUM LIABILITY TO VENDOR HEREUNDER SHALL BE LIMITED TO $1,000 USD. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY OR ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS WILL BE LIABLE FOR ANY CLAIMS FOR INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE SERVICES ARE INTENDED SOLELY AS BUSINESS INTELLIGENCE TOOLS AND VENDOR’S USE OF, AND RELIANCE UPON, SAME ARE VENDOR’S SOLE RESPONSIBILITY, WITH VENDOR ASSUMING ALL ASSOCIATED RISKS.

7. Indemnification

7.1 Syndigo’s Indemnification. Syndigo will indemnify, defend and hold Vendor 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 when used in accordance with the terms of the Agreement, infringes any third-party Intellectual Property Right.

7.2 Vendor’s Indemnification. Vendor will indemnify, defend and hold Syndigo and S.P. Richards harmless from and against any and all third-party claims, actions, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising from (i) Vendor’s breach of this Agreement; (ii) an allegation that any Vendor Content violates any third-party Intellectual Property Right and/or any violates any other right of any third party and/or that Vendor did not have appropriate rights, licenses, permissions, clearances, etc. to provide the Vendor Content to Syndigo and S.P. Richards hereunder.

7.3 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.

8. Miscellaneous

8.1 Waiver and Amendment. No modification, amendment or waiver of any provision of this Agreement is effective unless in writing and signed by both parties. No failure of delay by either Party in exercising any right, power, or remedy under this Agreement, except as specifically provided herein, will operate as a waiver of any such right, power or remedy.

8.2 Successors and Assigns. Vendor may not assign, transfer, or delegate its rights or obligations under this Agreement, voluntarily or involuntarily, whether by merger, consolidation, internal reorganization or dissolution, without Syndigo’s prior written consent; provided, however that Vendor may assign its rights hereunder to an acquirer of all or substantially all of its assets or equity, or divestiture of any Vendor division or line of business, with notice to Syndigo.

8.3 Notices. All notices, demands or consents required or permitted under this 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. Notice will be addressed to the person and address identified on this Agreement, or to such other address or addressee as either Party may from time to time specify by notice to the other Party.

8.4 Governing Law and Venue. The Agreement will be governed by the laws of the state of Delaware, excluding conflict of laws provisions.

8.5 Severability and Survival. If any provision of this 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 this Agreement will remain in full force and effect.

8.6 Complete Agreement. This 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.

8.7 Force Majeure. Neither Party will be liable to the other Party for any failure or delay in performance caused by reasons beyond its reasonable control, including but not limited to, acts of God, strikes or shortages of materials.

8.8 Publicity. Syndigo may publicly identify Vendor as one of its clients, including displaying Vendor’s name and logo on Syndigo’s website and in its marketing materials.

8.9 Confidentiality. The Parties will keep in strictest confidence, both during the term of this Agreement and subsequent to termination of this Agreement, and will not for any reason, except as directed by the disclosing party, disclose, communicate or divulge to any person, firm or corporation, or use, directly or indirectly, for their own benefit or the benefit of others, any information which in good faith and good conscience 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 this Agreement, for any reason whatsoever, the receiving party shall turn over to the disclosing party 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 this 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.

8.10 Privacy and Data Security. To the extent Vendor provides to Syndigo any personal information (“PI”) of its employees or others so that Syndigo may perform the Services, (a) Syndigo will implement and maintain reasonable (given the nature of the PI) physical, administrative and technical safeguards to secure the PI so it will not be unlawfully accessed, used, modified or destroyed; (b) if applicable, Syndigo acknowledges that (i) Vendor is the ‘data controller’, (ii) it is acting as a ‘data processor’ and (iii) Syndigo will not process the PI in a manner contrary to Vendor’s direction; and, (c) if applicable, Syndigo is a ‘service provider’ to Vendor and Syndigo will not (i) sell the PI for monetary compensation or other value gained, and (ii) will not retain, use or disclose the PI for any purpose other than performing the Services.

8.11 Third Party Beneficiary. Syndigo and Vendor agree that S.P. Richards shall be a third party beneficiary under this Agreement with respect to any rights, obligations, licenses or otherwise (specifically including warranties and indemnities) with regard to the the Vendor Content provided.