Master Data Services Solution (“MDS”)

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 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, 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 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://www.itradenetwork.com/support/customer-support .

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 though 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 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.

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. 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.

ATTACHMENT 1
GDSN TERMS OF PARTICIPATION AGREEMENT FOR U.S TRADING PARTNERS

This GDSN Terms of Participation Agreement (“Participation Agreement”) is made and entered into between GS1 GDSN, Inc., a Delaware not-for-profit corporation (“GS1 GDSN”), and the person(s) or entity(ies) which are identified as a Trading Partner hereunder.

Definitions. The parties have agreed on the following definitions to apply to this Participation Agreement.

“Data Pool(s)” means those persons or entities that have executed a Global Registry Access and License Agreement (“GRALA”) with GS1 GDSN, by which they have access to use the GDSN and the GS1 Global RegistryTM on behalf of subscribing customers. A list of certified data pools can be found on the GDSN website at www.gs1.org.

“GDSN Data” means any and all Trading Partner data or information exchanged within or through the GDSN and/or registered in the GS1 Global Registry including but not limited to Trading Partner Proprietary Information.

“GDSN Participant(s)” means any Data Pool(s) and/or Trading Partner(s) as defined herein.

“GS1 Global Registry^TM” means a global registry for item and party master data which is accessible to Data Pools certified as being compliant within the GS1 System Standards.

“GS1 System Standards” means an integrated global standards system that provides for accurate identification and communication of information regarding products, assets, services and locations.

“Non GDSN Member” means any third person, party or entity which is neither a Trading Partner(s) nor Data Pool(s) as defined herein.

“Source Trading Partner” means the owner of GDSN Data.

“Trading Partner(s)” shall mean the manufacturer, supplier, wholesaler, distributor, retailer or other member of global supply and demand chain which has agreed to and indicated its written acceptance to the Participation Agreement, pursuant to which Trading Partner is entitled to participate in the GDSN, subject to Trading Partner’s selected Data Pool’s compliance with its obligations to GS1 GDSN.

“Trading Partner Proprietary Information” means any and all information relating to Trading Partner's products, product formulations, pricing, cost data, methods, processes, designs, secrets, techniques, capabilities, permissions, instructions, specifications, requirements, orders, shipments, business or project descriptive materials, marketing information, customer information and any other information owned by, or to which Trading Partner has the lawful right to use, and employed by Trading Partner for the purpose of facilitating Trading Partner’s participation in the GDSN, which is not otherwise in the public domain and which is treated as confidential by Trading Partner.

Subscription to GDSN. Upon written acceptance of the terms and conditions of this attachment and upon Company’s selected Data Pool’s payment of the applicable Data Pool fee to GS1 GDSN, Trading Partner shall be deemed to have been granted by GS1 GDSN a subscription for the right to participate in the GDSN and, in furtherance thereof, to utilize the GS1 Global Registry^TM. Trading Partner acknowledges that Trading Partner is not obtaining any license or ownership to the GS1 Global Registry^TM or to any proprietary technology, processes, concepts or other proprietary intellectual property or confidential information of GS1 GDSN pertaining to the GDSN or to the GS1 Global Registry^TM. Trading Partner’s rights are limited to participation in the GDSN in accordance with the terms and conditions stated herein. Trading Partner may register certain attributes in the GS1 Global Registry ^TM, including, without limitation, (i) the Global Trade Item Number^® ("GTIN^®"), (ii) the Global Location Number (GLN) of the data source, (iii) the target market country code, (iv) the target market subdivision code, (v) the catalogue item classification, (vi) the GLN of the source Data Pool, (vii) the registry catalogue item state and (viii) the item status; however, Trading Partner acknowledges and understands that the registration, publication, subscription and synchronization functions of the GS1 Global Registry^TM are to be performed by Trading Partner’s selected Data Pool(s).

Conditions to Subscription. Trading Partner acknowledges and agrees that its failure to comply with any of the following material covenants, conditions and obligations, or any of the other terms and conditions contained in this attachment, shall constitute a breach hereof and shall be grounds for the immediate termination by GS1 GDSN of Trading Partner’s participation in the GDSN.

Access and Participation in GS1 Global Registry/GDSN. Trading Partner shall participate in the GDSN and obtain access to the GS1 Global Registry^TM through one Data Pool which has complied with all applicable GS1 GDSN certification requirements. However, based on a Trading Partner’s business needs, a Trading Partner may join more than one Data Pool to obtain access to the GS1 Global Registry^TM and GDSN. If Trading Partner undertakes to become a Data Pool, it must separately execute a Global Registry Access and License Agreement with GS1 GDSN.

GDSN Data. All GDSN Data must comply with GS1 System Standards, either directly or through third party data alignment via a GDSN Data Pool.

Standards and Policies. Trading Partner shall comply with all standards and policies adopted and/or implemented by GS1 GDSN from time to time governing the GDSN and the GS1 Global Registry^TM, including, but not limited to, access and service level standards, acceptable use policies, developmental and technical functionality, certification and marketing, educational and training policies and standards. Trading Partner acknowledges that GS1 GDSN reserves the right to amend and modify such standards and policies and may introduce modifications, changes, enhancements, new versions and new releases to all or part of the GDSN from time to time. GS1 GDSN agrees that each policy and standard will be published and will be made available to Trading Partner’s Data Pool at least 120 days prior to the effective date, and further acknowledges that such amendment, modification, changes, etc. shall become effective as against such Trading Partner on the effective date thereof. Trading Partner agrees that in the event of any ambiguity, inconsistency or other question of interpretation concerning any standards or policies adopted by GS1 GDSN, the determination of the GS1 GDSN of Directors shall be conclusive and binding.

Participation Agreement. Trading Partner acknowledges that GS1 GDSN reserves the right to amend, modify or change this Participation Agreement from time to time. GS1 GDSN agrees that the amended, modified or changed Participation Agreement shall be made available to Trading Partner’s Data Pool at least 120 days prior to the effective date for submission to Trading Partner, and Trading Partner agrees that the amended, modified or changed Participation Agreement shall become effective as against such Trading Partner on the effective date thereof, shall operate as written acceptance by the Trading Partner as of the effective date thereof and shall supersede and replace all prior Participation Agreements between GS1 GDSN and Trading Partner.

Fees. GS1 GDSN does not charge the Trading Partner a separate subscription fee to participate in the GDSN. GS1 GDSN collects its annual fees from the Data Pool directly, which annual payment allows the Data Pool to provide coverage to all of its Trading Partners to participate in the GDSN. The Trading Partner’s selected Data Pool retains the discretion to charge its Trading Partners and allocate its costs across its Trading Partners as it deems necessary.

Help Desk. Trading Partner acknowledges and agrees that GS1 GDSN shall not be responsible for providing help desk support or any other support or resource services to Trading Partner and that help desk support resources and services shall be provided exclusively by or on behalf of Trading Partner’s Data Pool.

Disclosure of GDSN Data.

Trading Partner acknowledges that it shall not disclose, disseminate, provide or make available the GDSN Data of a Source Trading Partner to a Non GDSN Member without the Source Trading Partner’s prior written consent. (b) A Trading Partner shall not represent itself as a GDSN certified data pool, a GDSN certified data source or the like in the absence of its execution of an active GRALA with GS1 GDSN.

Trading Partner Information Security.

GS1 GDSN shall, during the term of this Agreement, provide security for Trading Partner’s Proprietary Information within the GDSN at least at levels and in the manner in which GS1 GDSN secures its own proprietary information, but in no event less than a reasonable degree of care.

GS1 GDSN hereby acknowledges that the Trading Partner Proprietary Information shall at all times remain the sole property of Trading Partner. GS1 GDSN agrees that it will not disclose, disseminate, provide, or make available any Trading Partner Proprietary Information in any form to any person without Trading Partner’s prior written consent, except to those persons whose access is necessary to facilitate Trading Partner’s Participation in the GDSN.

Notwithstanding the foregoing, nothing herein shall prevent GS1 GDSN from disclosing Trading Partner’s Proprietary Information upon GS1 GDSN establishing that the Trading Partner Proprietary Information: (i) has been published or has become part of the public domain other than by acts or omissions of GS1 GDSN, its employees, agents or contractors; (ii) was lawfully in the possession of GS1 GDSN at the time of disclosure to it and was not acquired by GS1 GDSN directly or indirectly from Trading Partner; (iii) was received after disclosure to GS1 GDSN by a third party who had a lawful right to disclose such information to GS1 GDSN; or (iv) was independently developed by GS1 GDSN without knowledge or use of the Trading Partner Proprietary Information.

GS1 GDSN hereby agrees to indemnify and hold Trading Partner harmless from and against any claims made against Trading Partner which arise as a result of a breach by GS1 GDSN of the terms of this Paragraph 3H.

DISCLAIMER OF WARRANTIES. TRADING PARTNER ACKNOWLEDGES AND AGREES THAT GS1 GDSN MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER, AND ANY SUCH REPRESENTATIONS OR WARRANTIES ARE EXPRESSLY DISCLAIMED, INCLUDING BUT NOT LIMITED TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF OR PARTICIPATION IN THE GDSN OR THE GS1 GLOBAL REGISTRY^TM OR ANY COMPONENT THEREOF OR ANY INFORMATION OR DATA DERIVED THEREFROM.

LIMITATION OF LIABILITY. EXCEPT AS SET FORTH IN PARAGRAPH 3H ABOVE, GS1 GDSN SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, CONSEQUENTIAL, INDIRECT, INCIDENTAL PUNITIVE OR OTHERWISE THAT MAY ARISE FROM THE TRADING PARTNER’S PARTICIPATION IN THE GDSN OR THE USE OF THE GS1 GLOBAL REGISTRY^TM BY TRADING PARTNER OR FOR ANY FAILURE OR REFUSAL BY GS1 GDSN TO GRANT TRADING PARTNER ACCESS TO THE GDSN OR GS1 GLOBAL REGISTRY^TM BASED ON A BREACH BY THE TRADING PARTNER’S SELECTED DATA POOL OF ITS OBLIGATIONS TO GS1.

Term; Termination. The term of this Participation Agreement shall commence on the day of Trading Partner’s written acceptance of the terms and conditions herein, and unless sooner terminated, superseded or replaced in accordance with the terms hereunder, shall continue in effect for a period of one year therefrom (the “Initial Term.”) This Participation Agreement shall renew automatically at the end of the Initial Term (each being a “Renewal Term”) subject to Trading Partner’s selected Data Pool being in good standing with regard to GS1 GDSN and continued compliance by the Trading Partner of all the terms and conditions herein. Notwithstanding the above, either party may terminate this Participation Agreement (i) immediately, if the other party breaches any material provision of this Participation Agreement and fails to cure such breach within 30 days of receipt of written notice of such breach from the non-breaching party or (ii) during the Initial Term or the Renewal Term by providing 60 days prior written notice to the other party.

Law. The terms in this Participation Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflict of laws.

Notices. All notices required to be given hereunder shall be in writing and shall be deemed delivered (i) when delivered by hand, (ii) one business day after being given to a nationally or internationally recognized overnight carrier, (iii) when sent by confirmed facsimile with a copy sent by other means as permitted in this section, or (iv) six days after deposit in the United States mail by registered or certified mail, return receipt requested, and fourteen days after deposit in international mail.

Notice to GS1 GDSN shall be given to: GS1 Global Office
GS1 Legal Counsel Avenue Louise 523
1050 Brussels Belgium
cc: Markus Mueller, President, GS1 GDSN, Inc. at above address

Survival of Clauses. GS1 GDSN and Trading Partner acknowledge and agree that those Paragraphs of this Participation Agreement which by their terms must survive the expiration or termination of this Participation Agreement shall survive the expiration or termination of this Participation Agreement.

Entire Agreement. This Participation Agreement sets forth the entire understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained.

Publicity. Neither party will use the other party’s name or trademarks in any advertising, sales promotion or publicity matters without the other party’s written consent.

Assignment. This Participation Agreement shall inure to the benefit of, and be binding upon and enforceable by, the parties hereto and their respective successors and permitted assigns. Trading Partner shall not assign its rights or obligations under this Participation Agreement in whole or in part without the prior written consent of GS1 GDSN, which consent shall be in GS1 GDSN’s reasonable discretion; provided, however, that Trading Partner may assign any of its rights and obligations hereunder without the consent of GS1 GDSN (but with prior notice) (i) to any existing or newly formed wholly-owned subsidiary of Trading Partner or (ii) to any entity that acquires all or substantially all of the stock or assets of Trading Partner. GS1 GDSN may assign its rights or obligations under this Participation Agreement without the consent of Trading Partner. GS1 GDSN shall provide written notice to Trading Partner of any such assignment.

Terms of GDSN Subscription. Trading Partner acknowledges and agrees that, as a condition to its participation in the GDSN and utilization of the GS1 Global Registry^TM, it shall be obligated to comply with the terms and conditions as set forth in this Participation Agreement, as such terms may be amended, modified or changed from time to time. Furthermore, Trading Partner acknowledges and agrees that GS1 GDSN is, and is intended to be, a third party beneficiary to this Participation Agreement, and shall be entitled to (i) enforce any rights granted to GS1 GDSN by the Participation Agreement directly against Trading Partner, (ii) seek damages directly against Trading Partner for any breaches by Trading Partner of the obligations set forth in the Participation Agreement or (iii) terminate Trading Partner's participation in the GDSN and utilization of the GS1 Global Registry^TM to the extent Trading Partner breaches any of the terms and conditions herein.