iTRACEFRESH Solutions (“label”/”load”/”item”) Terms And Conditions

1. Solution Description.

LABEL is iTradeNetwork’s product traceability initiative solution (“Label”) which is a cloud-based case labeling solution that complies with various industry traceability labeling standards and initiatives. This case labeling Solution can be implemented across numerous printing and marking hardware devices and supports the supply chain traceability requirements of the Produce Traceability Initiative (“PTI”).

LOAD is iTradeNetwork’s inventory tracking solution (“Load”) which is cloud-based and provides advance visibility into inbound inventory and transportation logistics. With iTradeNetwork’s Load solution, warehouse staff are notified about inbound inventory enabling greater warehouse receiving efficiency across complex supply chains. iTradeNetwork’s Load solution can be integrated with existing inventory systems.

ITEM is a cloud-based, innovative consumer product identification system and online communications platform solution (“Item”).  Item provides unique numbers which can be applied to individual consumer units to communicate additional information related to product. Item further enables customers, users and consumers to look up online product information from the iTradeNetwork tracking website or Customer’s own hosted website. Online content can be retrieved from the website hosted by iTradeNetwork or optionally, from other online location.

2. Definitions.

“ACF” means Annual Connector Fee.

“Annual Trading Volume”

           for Label, means the aggregate quantity of labels entered into the system by Customer per year;

           for Load, means the total number of Cases labeled per year for Customer; and

           for Item, means the total number of Package labels Associated or Generated per year for Customer.

“Associated” means when harvest or traceability data is linked or associated to Item Codes.

“Generated” means when iTradeNetwork creates the Item Codes.

“Integration Partners” means a third-party providers or value-added networks.

“Item Code” means a 16-digit serialized number on a label that is applied to a unit of product that, once associated, ties the number to the harvest event for traceability purposes and consumer engagement

“Overage Fee” is an amount equal to: (a) the actual Annual Trading Volume or Quantity set forth in the applicable Order Form less (b) the Maximum Annual Trading Volume or Quantity set forth in the applicable Order Form times (c) the Overage Multiplier set forth in the Fee Table.  If no Overage Multiplier is listed in the Fee Table, Overage Fee(s) will be calculated at the then-current rate which is an amount equal to: (a) the Total Annual Subscription Services Fee divided by (b) Maximum Annual Trading Volume or Quantity set forth in the Fee Table

“Package” means an individual consumer level produce package with an Item Code.

“Third Party Label” or “Packaging Provider” means packaging and label providers that can supply the required labels to the Customer if Customer should elect to use such third-party provider.

3. Subscription Services.

3.1. Access.  Authorized Users access the Solution through an iTradeNetwork supported Web Portal and from time to time, iTradeNetwork may modify the configurations that it supports.

3.2. Authorized Users. The number of Authorized Users may be set forth in the Fee Table. Customer will assign a unique User ID and password to each Authorized User.  Authorized User seats cannot be shared by more than one (1) individual. Each User ID and password is exclusive to the named Authorized User, who must keep it confidential. Customer will be responsible for each Authorized User’s use of User IDs and passwords. A User ID or Email address may be suspended or terminated upon the reasonable advance request of Customer, or by iTradeNetwork upon evidence of improper use.

4. Customer Responsibilities.

4.1. Integration Partners. iTradeNetwork assumes no responsibility for any connectivity or integration related services or charges by Integration Partners. To the extent any Integration Partner charges iTradeNetwork or Customer, Customer will be responsible for such fees and any related costs and Customer will either pay the Integration Partner directly or be invoiced by iTradeNetwork for such costs.

4.2. Equipment and Connectivity. Customer will ensure that it has all the necessary hardware and software required to use the Solution. In addition, Customer is responsible for obtaining and paying for any mobile or Internet connection fees or mobile phone plans that might be required to use the Solutions.

4.3. Access. iTradeNetwork’s obligation to provide the Solution is subject to timely provision of necessary data and information by Customer and any Trading Partners, where applicable.

4.4. Customer Data. Customer will be responsible for access and use, backup and recovery and the security of its Customer Data and iTradeNetwork is not responsible for inaccuracies or delays resulting from input errors by Customer (including its Authorized Users) or its Trading Partners.

4.5. Compliance. Customer will be responsible for the identification and interpretation of any applicable laws, regulations, and statutes that affect Customer’s application systems, programs, or data to which iTradeNetwork will have access during the Term. It is Customer’s responsibility to ensure the systems, programs, and data meet the requirements of those laws, regulations and statutes.

4.6. Consents. Customer will ensure that it gains all necessary consents and authorizations for any logo, trademark or other intellectual property to the extent applicable.

5. Fee Adjustments.

5.1 In the event that Customer acquires or adds affiliates, divisions, entities, or other similar businesses, iTradeNetwork will enter into an Order to address any additional requirements, including additional fees for such entities to subscribe to and use the Solution.

5.2  In the event that Customer implements changes to any of its systems or existing applications, including without limitation, where Customer replaces an application with a new one or changes an existing integration that requires either: (i) reintegration; (ii) recertification; and/or (iii) testing or configuration; or that causes the existing integration to fail, such services may be subject to additional fees which will be scoped in an another agreement or amendment to the Order.

5.3 iTradeNetwork may adjust its fees as a result of any of the following: (a) an increase in trading volume; (b) enablement of additional Trading Partners; (c) an increase in the number of Authorized Users if the Order Form defines a specific number of Authorized Users; or (d) any use of the Solution above and beyond what is defined in the applicable Order Form (collectively “Overage Fees”).  iTradeNetwork will calculate any Overage Fees from the date Customer’s use of the Solution exceeds what is defined in the applicable Order Form through the end of the applicable year and will invoice Customer for any such Overage Fees upon the conclusion of such year.  Additionally, iTradeNetwork will automatically adjust its Annual Subscription Services Fee(s) and ACF on an annual basis at the start of each Term by the greater of five percent (5%) or the then current CPI-U (consumer price index Urban city average).

5.4 Fees will not be adjusted if Customer decreases any of the foregoing in Section 5.3; provided however, if Customer would like to decrease any of the items listed in Sections 5.3 (a) – (c), then Customer shall be required to send a notice of non-renewal prior to the start of the Term in accordance with the notification requirements listed in the Agreement If Customer cancels part or all of its Subscription Services, Customer remains liable for payment of all fees due and payable under the Agreement through the end of the then-current Term.

6. Suspension of Services.

6.1. In the event that Customer is delinquent in the payment of fees and/or charges under the Agreement or the Order, or any other fees and/or charges for other solutions or services contracted for by Customer, then iTradeNetwork will have the right to:

           6.1.1. Suspend access to the Solution until past due invoices and/or charges are paid in full along with a $499 reactivation fee; and/or

           6.1.2. Terminate the Agreement which will require a $600 reactivation fee and a new Agreement if the Customer wishes to reinstate its access to the Solution.

Upon termination or expiration of Customer’s Order, Customer will no longer have access to the Solution and will take the necessary actions to destroy all iTradeNetwork Confidential Information and such other iTradeNetwork property or certify that it will not use the same except for archival reasons, legal or other similar recordkeeping reasons.  Termination of the Agreement will automatically cause Customer’s Order to terminate.