ORDERMAESTRO SUBSCRIPTION SERVICES (“OrderMaestro” or “OM”) TERMS AND CONDITIONS

1. Solution Description.

• The OrderMaestro Solution (“OM”) is a web-based on demand solution that provides a single order entry interface for Client Unit managers, transmitting orders electronically to multiple Distributors and Distribution Centers providing the tools needed to enable your organization to monitor and manage various stages of the order-to-pay process. The OM Solution includes the following:
  • Initial site branding and customized look and feel.
  • Online ordering with authorized and integrated distributors
  • Unit visibility into order guides
  • Purchase order, confirmation, and item history reports
  • Product information detail if provided by authorized and integrated Trading Partners in the required format.
  • Application security-based user and role authorizations and authentication.
  • Multilingual UI and data presentation to match the data provided in English, French, or Spanish.
  • Mobile (Phone and Tablet) app available especially made for creating orders and taking inventory.
  • Inventory valuation report with snapshots going back up to thirteen (13) rolling months.
• The OM Solution subscribed to by Customer may include the Data Services and OM Modules listed herein, solely as indicated on the applicable Order.

2. Definitions.

“Active Client Units” means a client unit, a consumer outlet, or location that has been set up in OM with at least one (1) Active Distribution Center ccount number assigned to the unit.  Active Client Units are flagged as active in the ORG_Active_Flag field, are active in the UI, and are fully enabled to place orders through the OM Solution. To be clear, if a unit location isn’t assigned to an active Distribution Center account number but its ORG_Active_Flag is active, it should be counted as an inactive client unit (“Inactive Client Unit”).

“Client Account” means a Distributor-assigned account (often referred to as a customer number) used by a Distribution Center for tracking orders, billing, and payments by a specific Client Unit. A Distributor may have multiple Client Accounts for a single Client Unit.

“Client Admin” means an Authorized User that has administrative permissions within the OM Solution. This could include, but is not limited to, creating Workflows, assigning Accounts to Order Guides, or assigning Authorized Users their roles and permissions.

“Data Feed” means a single connection for exchanging data between iTradeNetwork and one (1) or more Trading Partners.

“Distribution Center” or “DC” means a distribution center that is willing and technically capable of participating in the Solution.

“Distributor” means a person or entity that owns or operates one or more Distribution Centers.

“Inactive Client Units” means a Client Unit, a consumer outlet, or location, that has been set up in OM with or without any Distribution Center Account Numbers assigned.  Inactive Units are flagged as Inactive in the ORG_Active_Flag field and as Inactive in the UI. Inactive Client Units are unable to place orders through OM.

“Operator” means a person or entity that owns, operates, or represents one or more Operator Units.

“Operator Unit” means a uniquely identifiable ship to location, property, or other distinct location as defined by iTradeNetwork from time to time in its reasonable discretion. A single Operator Unit may have multiple Authorized Users and/or multiple Client Accounts.

“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.

“PO(s)” means purchase order(s).

“Third Party Integration” means a Data Feed between a Trading Partner and iTradeNetwork.

“UI” means User Interface.

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.

3.2Authorized 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 Customer will use its best efforts to ensure that all DC’s and Trading Partners are willing and able to participate, including having the minimum required infrastructure to communicate and transmit data to iTradeNetwork. Customer acknowledges that if the minimum infrastructure and data requirements are not met by Trading Partners, performance of the solutions will be affected. Customer will also use its best efforts to ensure its Trading Partners provide any required data to iTradeNetwork for the solutions according to the protocol and format mutually agreed to by Customer and iTradeNetwork.

4.2 Customer will provide escalation support to iTradeNetwork in the event a DC or Trading Partner is not compliant during the connection process. iTradeNetwork shall have no obligation to connect any DC or Trading Partner that does not or cannot participate or is otherwise unwilling and/or technically incapable of exchanging data and information with iTradeNetwork.

4.3 Customer will ensure that it has all the necessary hardware and software required to use the OM Solution. iTradeNetwork shall have no obligation to connect any Trading Partner that does not or cannot participate or is otherwise unwilling and/or technically incapable of exchanging data and information with iTradeNetwork pursuant to the requirements of the solutions. Data exchanges from Trading Partners that are not in the agreed upon electronic formats may be subject to additional fees.

4.4 Customer will ensure that it gains all necessary consents and authorizations for any logo, trademark, or other intellectual property to the extent applicable in connection with Customer’s subscription to the Solution.

4.5 Customer acknowledges that iTradeNetwork has no obligation to monitor the Customer data, but, in the event that iTradeNetwork becomes aware that any item of Customer data poses a security risk to the iTradeNetwork site or portal or another iTradeNetwork customer, Customer agrees that iTradeNetwork shall have the right to remove, and either return to Customer (if permitted to do so) or store at Customer's expense and exercise reasonable commercial efforts to safeguard such item pending resolution, and the Parties agree to work together promptly and in good faith to remedy any such Customer data issues.

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.

5.5 Connectivity or Charges by Third Parties. iTradeNetwork assumes no responsibility for any connectivity or integration-related services or charges by any third-party providers or Integration Partner(s). To the extent any Integration Partner charges iTradeNetwork or Customer, Customer shall 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.

6. Suspension of Service

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.

6.2 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.

7. Data Services.

7.1 Set-up of automated electronic Data Feed Connections between iTradeNetwork and each of Customer’s Participating Trading Partners to support the transmission of the following document types as available from each Participating Trading Partner:

i. Order Guides/Catalogs from Trading Partners

ii. Purchase Orders to Trading Partners

iii. Purchase Order Confirmations from Trading Partners

iv. Invoices from Trading Partners

v. Functional Acknowledgments (EDI and flat file documents only)

7.2 Included in this connection work are data integrity, testing and quality assurance, bi-directional data mapping from Trading Partner formats to iTradeNetwork formats, and coding of data transmission business rules which shall be transmitted to the OM Module. In addition, iTradeNetwork will set up the unique Customer Account purchasing relationships between each Client unit and each of its selected Trading Partners. For each Client Account, iTradeNetwork will implement pre-arranged unique purchasing and delivery business rules such as order cut-off time and delivery schedule.

7.3 iTradeNetwork will maintain a copy of all raw Procurement Data, in the original format that it was received from Customer's Participating Trading Partners for the most recent two (2) month rolling period. Upon at least two (2) business weeks’ prior written request, iTradeNetwork will make such Procurement Data available to Customer. Upon termination of the applicable Order, iTradeNetwork agrees to transfer without cost to Customer a complete copy of the then-current raw Procurement Data to Customer or its designee, by such means, on such medium and in such generally available formats as reasonably requested by Customer. Upon any expiration or termination of the applicable Order, iTradeNetwork shall maintain one complete electronic version of the raw Procurement Data until Customer informs iTradeNetwork in writing that the transferred files are complete and functional. In any event, iTradeNetwork shall not be required to keep such Procurement Data later than two (2) months after termination.

7.4 On an ongoing basis this module shall include data feed monitoring, validation, and exception management based on configurable business rules. Order guide deliveries are monitored against a defined calendar mutually agreed upon between Customer and each Trading Partner that may include, but not be limited to, weekly and monthly deliveries (but not more than one delivery/Data Feed Connection/day). Email alerts can be set up to automatically notify internal iTradeNetwork support teams of file-based and field-based processing failures/issues that occurred for failed purchase orders.

8. Optional OM Modules elected by Customer, as indicated in the applicable Order

8.1 Purchasing Module. The Purchasing Module allows Authorized Users to:

i. Access the OM Solution and create POs by browsing the order guide using templates, scheduled orders.

ii. Create regular order lists via one of the following methods:

iii. Search of approved Order Guides

iv. 10-keying the item numbers and order quantities

v. Importing of a tab or pipe-delimited text file that complies with iTradeNetwork file import format requirements.

vi. Manage custom order lists including the following:

a) Modification of the list name

b) Re-sequencing of products

c) Addition and deletion of products

d) Modification of par for each product

e) Copying of order lists.

vii. Create build-to-par POs based on a comparison of inventory data entered against par quantity data for specified items on an order list.

viii. View current Order Guides including pricing received from approved Distributors.

ix. Client Unit access OM Solution to view the most recent Order Guide’s update activities including new, updated and deleted product summaries and detail.

x. View product flags in Order Guides and custom order lists in Order Guides and custom lists if populated by corporate Authorized Users through iTradeNetwork Order Guide Management Module.

xi. View all POs, confirmations (when available) and item history for the previous calendar month and up to the last 13 months on a rolling basis.

xii. Enforcement of Client Account-specific business rules including skip-day and next day delivery cut-off times and delivery schedules.

xiii. Client Unit self-administration of Authorized User passwords.

xiv. Authorized User help content including a user guide and quick reference sheets available through context-sensitive online help.

8.2 Order Guide Management Module. The Order Guide Management Module provides Customer Authorized Users the ability to monitor and control the order guides that are presented to the Client Unit Authorized Users (the “Order Guide”). The Order Guide Manager Module provides the following functionality:

i. Review, manage and approve Order Guides before and after their implementation.

ii. Remove products from the Order Guide.

iii. Set product flags for promotions, rebates, contracts, and approved substitutes.

iv. Pre-assign products in each Order Guide with correct general ledger name and number using the user interface or a file import.

v. Search, filter, and sort Order Guides by all product attributes.

vi. Print Order Guide product detail.

8.3 Inventory Management Module. The Inventory Management Module provides Customer’s Authorized Users the ability to capture their physical inventory count and calculate Inventory costs for the selected date. The module enables an Active Client Unit to create inventory count sheets by leveraging its custom order lists as templates (available through the Purchasing module defined above). The module also allows Authorized Users to enter product information and inventory counts for products that it does not order through the OM Solution. The Unit Inventory Manager Module provides the following functionality:

i. Active Client Unit may generate a physical inventory count sheet and calculate general ledger (“G/L”) account subtotals for inventory at the Active Client Unit.

a) Include items that the Active Client Unit has ordered and custom items not in OM.

b) Display Active Client Unit-defined product location names and hierarchy.

c) Enter inventory counts for full and partial pack configurations.

d) Enter inventory in pounds for catch-weight products.

ii. Print and export inventory count sheet

iii. Manually enter and manage physical inventory items that do not exist in the system.

iv. Edit in progress inventory counts.

v. Define valid inventory locations and numbers.

a) Assign products to these locations via uploads or within the product details for each product.

vi. Move items between locations and re-sequence items within the locations.

vii. Create reports within the module for closed inventory valuation, closed inventory comparison, and closed inventory valuation print & sign.

8.4 Barcode Module. The Barcode Module provides Authorized Users the ability to scan items with existing barcode data to pull up relevant product details (the “Product Details”). The Barcode Module provides the following functionality:

i. Pull up Product Details for existing items in the system given a barcode match. Matches can be found using barcodes with GTINs, UPCs, or Dist #s.

a) Within Product Details, Authorized Users can:

i. View the details of a product like nutritional information, description, packing information, manufacturer information, etc.

ii. Add the item to a shopping list

iii. Order the item

iv. View images, order history, and applicable attributes and statuses.

8.5 IEnhanced Barcode Module. The Enhanced Barcode Module provides Authorized Users the ability to suggest new barcodes to add into the OM platform and Client Admins the ability to approve these. The Enhanced Barcode Module provides the following functionality:

i. All of the functionality included in the standard Barcode Module defined above.

ii. If an Authorized User scans a product and no results are returned, the user can suggest a product to assign the barcode to. Once a certain number of users have suggested the same relationship,

a) The number of Authorized Users that are needed to have this relationship auto-approved is customizable.

b) Client Admins can also approve the barcode to item relationship(s) before that limit is reached.

iii. Client Admins can upload barcode to product relationships, even if users have not already suggested them.

8.6 Distributor Stock Check Module. The Distributor Stock Check Module provides Authorized Users the ability to check the quantity on hand of products in the user’s shopping cart directly from the Distributor. The Distributor Stock Check Module provides the following functionality:

i. Once products are added to the shopping cart, authorized users can run a distributor stock check that will pull up information about the current quantity on hand at the Distributor. This includes:

a) Current available quantity

b) Future available quantity

c) Future available quantity date

ii. If the stock check shows that the cart quantity is greater than the current available quantity, a substitution link will appear, allowing Authorized Users to substitute the item in their cart if they choose.

a) Any approved substitutes provided by Customers or their Distributors will appear first.

b) Authorized Users can search through Client Admin approved Order Guides to find substitutes.

8.7 Receiving Module. The Receiving Module enables Authorized Users to reconcile actual product receipts against Distributor-supplied electronic shipping notices, invoices, confirmations, and/or the original PO. The Receiving Module provides the following functionality:

i. Receive deliveries by 10-keying DC product numbers and delivered quantities when no original PO exists.

ii. Make exception-based adjustments to create a clean delivery document:

a) Unit price and delivered quantities.

b) Ability to receive deliveries for catch-weight products in weight even if the product was purchased in cases.

c) Change item status to either “Accepted”, “Partially Rejected”, or “Rejected” with customer-definable reject reasons.

d) Receive substitutions by adding products from searchable Order Guides and Catalogs (if the product does not exist on the delivery document) or by entering a line item to a delivery if product is not in an Order Guide or Catalog.

e) Enter additional Distributor charges for freight, fuel, discounts, etc.

iii. Use mobile or tablet scanning capabilities to scan items as they are being unpacked to load the corresponding receipt to make receiving quicker.

iv. Once receiving has completed, Authorized Users with applicable permissions will have the ability to add the quantity of items received directly to their inventory.