Master Data Services Solution (“MDS”)

1. 1. MDS Core Modules & Services.

Customer agrees to utilize the iTradeNetwork MDS modules solely for the purposes of and in accordance with the terms and conditions of this Amendment and the Agreement and subject to the GS1 Terms of Participation and other agreements and guidelines of GS1. Customer agrees to be bound by the GS1 GDSN Terms of Participation attached hereto as Attachment 1 for Master Data Solution to this Order and will have executed by an authorized representative where indicated, and any amendments or updates thereto. For GDSN standardized data, Customer must ensure that it is compliant with the most current version of the GS1 standards, including but not limited to GTIN, GLN, and Global Product Classification and that it is able to send, receive and interpret messages through standard interface messages and pursuant to the GS1 XML standards and schemas. Customer will defend, indemnify and hold harmless iTradeNetwork against non-compliance or breaches GS1 Terms of Participation that result in any harm or damages to iTradeNetwork.

2. Definitions.

Catalog Item means each publisher’s product catalog record stored within MDS.

CIN means Catalogue Item Notification, a message used to transmit new or updated trade item information from a source Data Pool to a recipient Data Pool.

Data Pool Service means the iTradeNetwork service and related application modules that hold and process Trading Partner data in accordance with the GDSN standards.

DMS means the iTradeNetwork service that facilitates maintenance of your master data on an ongoing basis, providing data validation, cleansing and communication with suppliers via GDSN and bi-directional synchronization with retailer master data systems to persist changes.

GDSN means Global Data Synchronization Network, an internet-based, interconnected network that enables companies around the world to exchange standardized and synchronized product catalog data with their trading partners.

GS1 Global Registry or GS1 means a worldwide directory for party, item, and subscription data that enables the GDSN community to locate data sources and manage ongoing synchronization relationships between Trading Partners.

GTIN means Global Trade Identification Number and is a way that a catalogue item is uniquely defined in the GS1 Global Registry.

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.

PIM means Product Information Master.

Publisher means a trading party that registers with iTradeNetwork’s MDS solution, in order to push catalog information to potential buying organizations.

Subscriber means a trading party that receives data from an iTradeNetwork Publisher, in order to consider published products for purchase.

Subscription means each active GDSN subscription available to the publisher from the recipient trading party.

Third Party Data Pool means a third party GDSN Data Pool service that interoperates with the Data Pool Service in accordance with the GDSN standards.

Trading Partner means third parties with which Customer transacts business.

XML means Extensible Markup Language.

3. Provision of Services and Implementation.

3.1 Provision of Services/License

Subject to the terms of the Agreement, Customer shall be permitted to subscribe to the MDS modules. Accordingly, iTradeNetwork agrees to provide to Customer access and use of the MDS modules as specifically indicated in the applicable Order. The Solution and Services shall be provided on a non-exclusive basis and any related licenses granted shall be non-exclusive, limited, and non-transferable. Customer agrees to utilize the iTradeNetwork MDS modules solely for the purposes of and in accordance with the terms and conditions of this Order and the Agreement and subject to the GS1 Terms of Participation and other agreements and guidelines of GS1.

3.2 Implementation

iTradeNetwork shall implement its standard MDS solution and workflows, as indicated herein. Any Customer requests for additional modules, development or other professional services will be subject to the terms of a separate SOW and agreement by both parties.

3.3 Training Services

iTradeNetwork shall provide Customer with access to training videos on the MDS module and the data entry process. Support services will be available to assist Customer with questions related to the MDS module, if needed. All MDS support requests must be logged through the Community Portal at: https://itradenetwork.force.com/customersupport/s/login.

3.4 Customer Support for MDS

iTradeNetwork shall provide Customer Support services and service levels for MDS in accordance with the Master Solutions and Services Agreement which shall supersede and replace any prior support terms as of the Order Effective Date.

Customer acknowledges that iTradeNetwork is not a party to the transactions between Trading Partners that are being conducted through the iTradeNetwork Data Pool Service. As such, Customer acknowledges and agrees that iTradeNetwork has no control over the quality, or legality of the goods advertised, the truth or accuracy of the listings, the ability of sellers to sell goods, the ability of buyers to buy goods, or the ability of transporters of goods to transport goods. Further, iTradeNetwork cannot and does not ensure that a Trading Partner will actually complete a transaction.

3.5 Connection and/or Supported Configurations

Authorized Users access the Solution through an iTradeNetwork-supported web browser. iTradeNetwork’s Customer Support can address questions regarding supported configurations (see “Customer Support” above).

As of the Order Effective Date, the desktop-optimized Site will support the following browsers:

• IE version 11
• Chrome

MDS is not supported for mobile devices.

4. Customer Responsibilities.

4.1 Customer will ensure that all applicable Authorized Users have the minimum required infrastructure to use the Solution.

4.2 iTradeNetwork’s obligation to provide the Solution is subject to timely, complete and accurate provision of necessary data and information by Customer, franchisee, units, Distributors, DCs, suppliers and Supplier plants including but not limited to:

a) Supplier and Supplier plant master data

b) Distributor and Distribution Center master data

c) Product master data

4.3 iTradeNetwork is not responsible for inaccuracies resulting from input errors by Customer, franchisee, units, suppliers, Customer Trading Partners, Distributors and DC’s.

4.4 Customer is responsible for connecting any Distributor, DC, suppliers, supplier plant or franchisee, unit that is not willing and/or technically capable of using the Solution.

4.5 Customer is responsible for ensuring that all Authorized Users and any other third parties (to the extent applicable) including but not limited to Distributors, DCs, suppliers, supplier plants, franchisees, units using the Solution and provide all required information to iTradeNetwork without charge and within the timeframe mutually agreed to by iTradeNetwork, Customer and all partners at the time of initial implementation of the Solution. When Customer enters into an agreement with or otherwise commences doing business with a Distributor or Supplier, Customer will use commercially reasonable efforts to induce Distributor and each of its DC’s and suppliers and each of its supplier plants to use the Solution in the timeline specified by Customer.

4.6 Customer will indemnify, defend and hold harmless iTradeNetwork from all claims, damages, or actions resulting from i) access or use of the MDS solution and modules or related information (to the extent any such rights are granted) by Customer’s Trading Partners or other third parties in breach of the terms and conditions of license granted to the Customer under the Agreement or in breach of any of the terms and conditions of GS1; or ii) any dispute or legal proceeding between Customer, and a Customer Trading Partner or other third party, however, Customer will be liable only if and only to the extent that any such claims, damages, or actions arise directly out of Customer’s breach of the Agreement, negligence, recklessness, or intentional wrongdoing.

4.7 Customer understands and acknowledges that access and use of the Solution, information or data provided herein by Customer’s Trading Partners may be subject to acceptance by such Trading Partner or third party of iTradeNetwork’s terms and conditions of use and/or execution of a non-disclosure agreement by such Trading Partner. iTradeNetwork shall be responsible for ensuring that users activated by iTradeNetwork enter into the terms and conditions set forth by iTradeNetwork. iTradeNetwork reserves the right to terminate access and use of the Solution by any users that do not accept or are out of compliance with the terms and conditions of use without liability. If Customer’s Trading Partner has entered into iTradeNetwork’s terms and conditions, the above indemnity shall not apply and Customer shall not be liable for the acts or omissions of the Customer Trading Partner.

4.8 Customer authorizes the use by iTradeNetwork, and will ensure that it has all necessary licenses and rights, in order to permit iTradeNetwork use of any applicable trademarks, service marks, and logos required. Customer grants to iTradeNetwork a royalty-free license to use certain of Customer’s trademarks, service marks and logos during the Term. Such license will be valid unless and until: (1) it is revoked by Customer; or (2) the Agreement or the applicable SOW related to iTradeNetwork’s use of such license terminates, whichever first occurs. Use by iTradeNetwork of such logos, trademarks, service marks, and logos will be limited as set forth by Customer in its sole discretion. In the event that Customer revokes the license grant in accordance with this subsection 10.H.(1), iTradeNetwork reserves the right to suspend or terminate the applicable provision of services.

4.9 Customer must commit to providing the necessary data and/or resources required to ensure a timely project, including without limitation ensuring that the Customer team is available by email and conference call, as required, to help answer any follow up questions that may arise. iTradeNetwork shall not be liable for, or be considered to be in breach or default on account of, any delay or failure to perform any services due to breakdown of or damage to any equipment, facilities or other property under the control of Customer; unavailability of materials, supplies, equipment, transportation, services and other necessary items; and any act or omission of Customer.

Customer must commit to providing the necessary data and/or resources required to ensure a timely project, including without limitation ensuring that the Customer team is available by email and conference call, as required, to help answer any follow up questions that may arise. iTradeNetwork shall not be liable for, or be considered to be in breach or default on account of, any delay or failure to perform any services due to breakdown of or damage to any equipment, facilities or other property under the control of Customer; unavailability of materials, supplies, equipment, transportation, services and other necessary items; and any act or omission of Customer.

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 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. Provision of Data

iTradeNetwork’s obligation to provide the Solution is expressly subject to timely provision of necessary data and information by Customer, its affiliates, any Trading Partners, partners, agents or other third parties, including without limitation, any third party data pools, where applicable, including, but not limited to, immediate submission of updated information to reflect changes in product attributes. iTradeNetwork is not responsible for inaccuracies or delays resulting from input errors by Customer, its Trading Partners, partners, affiliates, agents or other third parties including without limitation, any third party data pool.

The following modules may be available to Customer subject to the payment of the applicable Fees in the Order Form:

7. Publisher Catalog Management

iTradeNetwork’s MDS catalog management module for Publisher will enable the Customer to integrate, upload, store and view their catalog data via a user interface. The module also enables a publisher to share their catalog data with their trading partners via GDSN and non-GDSN channels. The catalog management user interface offers sort and filter features along with the item detail view. Customer will be able to maintain and make changes to their catalog item information via the integration, spreadsheet upload and user interface.

8. Inbound and Outbound Catalog Feeds for Customer and iTradeNetwork

iTradeNetwork will establish a catalog integration from Customer to iTradeNetwork and/or from Customer specified partners to iTradeNetwork. Customer will use this integration to provide their master catalog and will synchronize changes into the iTradeNetwork platform based on iTradeNetwork’s MDS extended catalog format or iTradeNetwork specified XML format.

9. Catalog Feed Integration with OMS

iTradeNetwork’s catalog feed Integration with iTradeNetwork’s OMS module will enable the publisher on iTradeNetwork’s data pool to integrate their catalog data with OMS. Customer must be subscribed to OMS in order to integrate the GDSN catalog feed with OMS module.