OMS TERMS & CONDITIONS

Version: December 2, 2022

1. Solution Description

Enterprise Order Management System (“OMS”) is the industry standard for fully integrated, end-to-end
perishables order management. A market-leading solution for two decades, OMS enables buyers, suppliers, and transportation providers using its collaborative platform to drive profitability and eradicate cost and waste from their supply chain operations.

2. Definitions

“Active Trading Partner” For the Authorized User count, Trading Partners who have no existing trading volume with Customer shall be considered inactive.

“Agreement” means the most recent agreement governing Customer’s use of or subscription to iTradeNetwork’s Order Management System.  The Agreement shall include the OMS Terms and Conditions listed herein.  In the event of a conflict between the OMS specific terms and conditions of Customer’s most recent agreement and the OMS specific terms and conditions stated herein, the OMS specific terms and conditions stated herein will govern and control Customer’s use of OMS.

“ACF” means Annual Connector Fee.

“Annual Trading Volume” means the aggregate annual amount of all purchase orders processed via the Solution and does not include canceled or deleted orders.

“Authorized User” means an individual(s) authorized by Customer and designated to iTradeNetwork to receive access to a Solution who have received a User ID, password and security authentication measure to access and use a Solution.

“Basis Points” or “BPS” means one hundredth of one percent.

“Customer Data” means any and all information, data and/or software provided, input or uploaded to the Solution by an Authorized User.

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

“Order” or “Order Form” means an attachment to an Agreement or a standalone order, including without limitation one that describes a Solution or a SOW that describes Professional Services to be provided, pursuant to the terms and conditions of the Agreement.

“Overage Fee” is an amount equal to: (a) the Actual Annual Trading Volume less (b) the Maximum Annual Trading Volume times (c) the Overage Multiplier set forth in the Fee Table.

“Site” means the http numerical address through which Authorized Users may access the Solution.

“Solution” means the iTradeNetwork software module(s) as specified in the applicable Order or SOW, including without limitation the collective bundling of the Authorized Links, the Site, any and all third-party material and Network Architecture, that describes a Solution and the service terms related to that Solution.

“Subscription Services” means the access to Solution as a hosted service by iTradeNetwork or its third-party provider, as the case may be, including any associated downloadable components to the extent applicable.

“Trading Partner” means a third party with which Customer transacts business.

“User ID” means a multi-character alpha, numeric or alphanumeric set of characters required by an Authorized User to access and use the iTradeNetwork Solution.

3. Subscription Services.

3.1. Access.  As of the Effective Date on Customer’s Order, Customer is granted Subscription Services for its Authorized Users to utilize the Solution and such access will be non-exclusive, non-transferable, for internal use, to utilize the Solution and the Site for Customer’s Authorized Users. 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 is 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.

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; or (c) an increase in the number of Authorized Users (collectively “Overage Fees”). iTradeNetwork will calculate any Overage Fees from the date the Maximum Annual Trading Volume is exceeded 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 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.

7. Enablement Timeline.

7.1. Enablement Category – Retail. Enablement for Retail Trading Partners generally occurs within three (3) business days from the Amendment Effective Date by evidence of Customer receiving a “configuration complete” email from iTradeNetwork and the submission date of such email shall be the “go live” date for Retail. 

7.2 Enablement Category – FoodService. iTradeNetwork provides the following services to enable FoodService Trading Partners:

a. Implementation information which includes FoodService Trading Partner specific workflow and community data;

b. Facilitate items lists cleansing between FoodService Trading Partner and Customer;

c. Facilitate any FoodService Trading Partner specific tasks Customer must complete prior to go live in production;

d. Primary contact for Customer during the onboarding process, answering questions as needed;

e. Work with Customer and FoodService Trading Partner to determine agreed to go live date; and

f. Entrust Customer / FoodService Trading Partner relationship.

Enablement for FoodService Trading Partners occurs by evidence of Customer receiving a “configuration complete” email from iTradeNetwork and the submission date of such email shall be the “go live” date for FoodService.