Order Form 65474245767

This Customer Agreement – Terms of Service (“Agreement”) is between company named above (“Customer”) and Itembase Holdings Inc., a Delaware Corporation located at 2870 Peachtree Rd NW #915-8835, Atlanta, GA 30305, and entered into as of the last signature date above.

• Itembase Description.

 

Itembase has developed a platform to provide a “Service,” “Services” or “Connectivity Service” for the Commerce market to capture purchase data details from the systems Merchants (sellers of goods and services to buyers or “Consumers”) utilize, in order to make this data available to Merchant selected and participating Solution Providers (providers of applications and services).  Merchants that opt-in to participate, go through the verification steps and execute the Itembase Merchant Agreement – Terms of Service become “Certified Merchants,” which then allows Itembase to capture and make available purchase data details to Solution Providers who are Itembase’s “Customers.” 

• Commerce System: Defined as a Software System that captures and stores purchase data details on behalf of the Merchant or the Consumer or any party to the original transaction. Commerce Systems can be, but are not limited to, Shopping Carts, POS Systems, Marketplaces, Email Providers, ERP Systems or any other system that captures and/or stores purchase data details.

 

• Data Field: Defined as a predefined field that can contain one or more Data Values. Data Fields can both be found in a Database Architecture, and as an Endpoint from an Application Programming Interface (API).

 

• Data Value: Defined as the value that resides inside a Data Field in a Database or Data Payload and includes e.g. empty or null.

 

• Data Payload: Defined as the transportation vehicle that is used to transport data from one place to another. A Data Payload contains both the Data Fields and the Data Value.

 

• API: Defined in a broad sense to include both the widely used API that allows an Application to Read or Write Data, as well as Webhooks, RestHooks and similar technologies that allows to receive notifications without having to perform and read or write requests.

 

• API Call: Defined as a request to an API or a notification sent from a Webhook.

 

• Transaction: Defined as an Order, inclusive of the set of all items/line-items with associated Payloads and Payload updates processed for the sole purpose of delivering the information required for servicing a single complete Order. Exception: This Transaction definition explicitly excludes so called “Open Orders”, since they aren’t single or complete. An “Open Order” typically contains negotiated prices and minimum total quantity, while exact delivery quantities, delivery locations and delivery dates are determined by the buyer on later dates.  Itembase will count each delivery request as a Transaction in this case.

 

• Connector: Defined as a unique and specific integration for a specific application, service or business operation which requires a single set-up in a single language and no further modifications for any specific geography or other user group. It is not defined by names since a single name may contain multiple Connectors.  This is in most cases is a Customer’s choice.  Amazon, eBay, etc. provide a single interface for all Marketplaces, but Customer may for internal/operational reasons separate integration to Amazon Germany from that of Amazon USA which will become separate Connectors and charged separately.  In other cases, a single company may own multiple Marketplaces with different interfaces, and each one would become a Connector and charged separately.

 

• Instance: Defined as a unique instance, account or domain on a Commerce System. It is not defined by names since a single name may contain multiple Instances. Each Instance on the same or different System will be treated as a separate operational Instance. Magento, PrestaShop, etc. provide a single interface for all Instances, but Merchants may for internal/operational reasons separate Instances on the same PrestaShop System to run separate store-fronts on different domains with different Solutions installed which will become separate Instance and treated separately.  In other cases, a single Merchant may own multiple Marketplace Stores on e.g. Ebay with different accounts or domains, and each one would become an Instance and treated separately.

• Service Description.

• Itembase Services. The purpose of the Itembase Service is to provide the Commerce market with a single access point that connects to the systems Merchants utilize to sell to Consumers (business or individuals that purchase goods or services from Merchants) so purchase data detail can be made available to Solution Providers, who are Itembase’s Customers. This simplifies the process for Solution Providers in shipping, financial services, accounting firms, etc. to interface with Merchants, which makes more applications and services available for Merchants. The Itembase Service consists of access to and use of API’s, together with any accompanying or related documentation, executable applications and other materials and any updates, patches, bug fixes, or modifications made to any of the foregoing, as made generally available by us to participating Customers and Merchants from time to time.  The Itembase Service can be activated upon request by Customer. Detailed descriptions of the available Itembase Services are available at the Itembase Services Description in Exhibit A. All Professional Services are subject to the Itembase Professional Services Terms.

 

• Services Under This Agreement. The specific Itembase Service contracted for through this Agreement are listed in an Exhibit, Amendment and/or Order Form. This includes pricing for the Service, set-up and limitations. Additional Itembase Services can be added through an Exhibit, Amendment and/or Order Form.

 

• Activation of the Services. Upon execution of the Exhibit, Amendment and/or Order Form, Itembase will commence initial set-up of the contracted Itembase Service and set-up listed in the Exhibit, Amendment and/or Order Form. As a first step in the set-up process, Itembase will provide Customer with access to the Service Developer Dashboard, Sandbox and Documentation and assist Customer's technical staff to integrate to the Itembase platform, test the integration prior to production roll-out and provide training material for Customer's employees to access and use the Service. Itembase will send an email notification to Customer with access details to the Service Developer Dashboard.  This notification starts the Service Activation Date and begins the minimum 12-month Agreement period.

• Use of the Services:

• Customer Responsibilities: To access the Services, you are required to register and create an Itembase user account (“User Account”) through an executed Exhibit, Amendment and/or Order Form. Customer is responsible for providing all necessary information requested by Itembase in order to understand, assess, support and implement the connection between Itembase and Customer’s application or service.  Additional charges outside of this Agreement may apply based upon the features requested by Customer outside of Itembase’s standard offering and associated fees charged by the Commerce Systems.

• User Account: By creating your User Account, you agree to provide true, accurate, current and complete information about yourself and the Company you represent as prompted by the Services’ Exhibit, Amendment and/or Order Form (the “Registration Data”) and to maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that: (a) you have the legal capacity to be bound by this Agreement and to enter the Customer into this Agreement; (b) you have the necessary rights and authority to enter into and perform the obligations required of you and Customer under this Agreement; (c) all information which you provide to us, including but not limited to information provided during registration, information about your business, is yours or within your right to use, and is and will remain accurate, complete and current; d) you are in compliance with and will only use the Services in compliance with all applicable laws, including but not limited to all applicable laws and regulations pertaining to data privacy or data breach and laws related to the import or export of personal data, software, or other technical data;  (e) all websites, associated sub-pages, domains and/or mobile applications in connection with the Merchant for which you seek to access through the Itembase Service and are owned or approved for usage by you; (f) none of the Merchant or Consumer Data or Content will contain any unlawful, defamatory, offensive, libelous, harassing, abusive or fraudulent content or material; (g) you will upon request provide us with reasonable information, records, or materials that we request to verify your compliance with the requirements listed in this Section 4.2 (the “Eligibility Requirements”) and the terms and conditions of this Agreement.

• Approved Merchant and Consumer Access: Only those Merchants and Consumers that have registered and agreed to the respective “Itembase Merchant Agreement – Terms of Service” or “Itembase Consumer Agreement – Terms of Service” may access and use the Service. Itembase reserves the right to reject or terminate any Merchant and Consumer, for any reason, in its sole discretion, including but not limited to failing to meet the Eligibility Requirements identified in Section 4.2 above.

 

• API Limits: Customer is responsible for notifying Itembase in writing about API Limits for each of its Accounts and Agreements with the Commerce Systems before a Service can be activated. Itembase can increase the limits of API Calls per second based on Customers Agreements with the Commerce Systems and according to the need of Customer. Customer is responsible for notifying Itembase in writing if the overall usage at any point in time exceeds the Customers limitations of API Calls and System Requests on a Commerce System. Customer is responsible for incorporating processes that ensure neither any Service, IP or other System of Itembase will be blocked as a result of extensive usage. Itembase reserves the right to limit the number of periodic API calls Customer is allowed to make. Itembase may temporarily suspend Customers access to the API and the Service if the Customer exceeds API call limits. Attempts to circumvent API call limits may result in termination of this Agreement, suspension of Customers access rights to use the APIs and Services, and/or reduction of Customers access to all or some APIs. Unused API calls will not roll over to the next call limit period. In addition to its other rights under this Agreement, Itembase may utilize technical measures to prevent over-usage and/or stop usage of the API by an Application after any usage limitations are exceeded. The Itembase SLA is no longer valid for a Customer who exceeds their agreed usage with a Commerce System or Itembase.

• Fees and Payment:

 

• Fees: Customer agrees to pay fees set forth in an Exhibit, Amendment and/or Order Form between the parties. If no Exhibit, Amendment and/or Order Form is in effect, then Customer will be charged for use of the Services based on Itembase current rates. A minimum of 8,000 transaction per month per Connector apply.

 

• Travel and Expenses: Customer will be invoiced bi-weekly for all Customer pre-approved actual, without mark-up, costs associated with travel and expense (including without limitation, costs and expenses associated with airfare, meals, lodging, transportation and any other applicable business expense) of Itembase resources supporting Customer's Service with Itembase.

 

• Other Fees. Depending on additional Services Customer has requested in an Exhibit, Amendment and/or Order Form or by taking a Service into use, Itembase will charge the corresponding prices which can be, but are not limited to, Set-Up Fees, Volume Fees and Subscription Fees.

• Payment Terms. All Services are billed annually upfront (including minimums) for the period set forth in the Exhibit, Amendment and/or Order Form or any subsequent Exhibit, Amendment and/or Order Form. Service fees that have exceeded the monthly minimums will be billed in the subsequent month following when the Service was delivered. Customer agrees to pay such invoices through an automated payment method within 7 days. Itembase may elect to bill Customer through a non-automated payment method, in which case invoices are due within 7 days of billing.

• Overdue Payment: If Customer is overdue on any payment and fails to pay within ten (10) business days of a written notice of overdue payment, then Itembase may assess and Customer must pay a late fee. The late fee will be either 1.5% per month of fees due compounding, or the maximum amount allowable by applicable Law, whichever is less.

• Suspension for Non-Payment: Following the overdue notice, we may also suspend the Services until Customer pays the amount overdue plus any late fees. If Itembase suspends the Services, then Itembase will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur with connection with any such suspension.

• Taxes: The fees set forth in this Agreement are net of any applicable sales tax. If any Services, or payments for any Services, under this Agreement are subject to sales tax in any jurisdiction, Customer will be responsible for such sales tax.  If Itembase has informed Customer by including applicable sales tax in Customer’s bills, and Customer has not remitted the applicable sales tax to Itembase, Customer will be responsible for the payment of such sales tax, and any related penalties or interest directly to the relevant tax authority and will indemnify Itembase for any liability or expense Itembase may incur in connection with such sales tax.

• Customer Contact Information: Customer agrees to provide Itembase accurate billing and other contact information for each Exhibit, Amendment and/or Order Form at all times during the Service Term, including the name of Customer’s applicable legal entity, and the street address, e-mail address, name and telephone number of an authorized billing contact. Customer shall update this information within thirty (30) days after any changes, via email to Itembase’s Accounts Receivable team at billing@itembase.com for billing contact information. Customer shall also maintain, at all times during the Service Term, at least one User who is a current employee and is authorized to administer Customer’s use of the Service (e.g., by creating accounts and resetting passwords).

6. General Provisions

• • Perpetual Service Term: This Agreement commences on the Signature Date listed in an Exhibit, Amendment and/or Order Form. The initial term of the Service shall continue indefinitely until either party provides ninety (90) days written notice of intent to terminate, once a minimum of 60-months of Service has been completed.  Notwithstanding the terms in Section 3.3, Itembase reserves the right to increase its fees from year-to-year by 6% or the Consumer Price Index, whichever is greater after an initial 12-months of Service.  Itembase will provide 30 days’ notice prior to making any such change.

• Intellectual Property: Itembase shall retain ownership of all patents, copyrights, trademarks, trade names, trade secrets, software code, software process and other intellectual property rights associated with the Services. Customer shall not remove or destroy any copyright notices, proprietary markings or confidential legends placed upon or contained within the Services, or any copies thereof.  This Agreement provides Customer the right to use the Service as stated during the time periods of the Exhibit, Amendment and/or Order Form and Section 6.1 above.  It does not provide a license to any software or intellectual property owned by Itembase and no other licenses are granted by us hereunder whether by implication, estoppel or otherwise, and we hereby reserve all rights not expressly granted herein.  Itembase does not claim ownership over any Customer provided content.

• Limitation of Liability: Except with respect to fees due under the Exhibit, Amendment and/or Order Form, each party’s liability to the other party, from any cause, shall not in the aggregate exceed the amounts paid to Itembase under all plans combined during the prior 12-months of this Agreement. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ITEMBASE AND ITS SUPPLIERS AND LICENSORS AND CUSTOMER WILL NOT BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE SERVICES, INCLUDING APIs, OR FOR ANY LOSS OF REVENUE, PROFITS, BUSINESS OPPORTUNITIES OR DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY INCLUDING, BUT NOT BE LIMITED TO: CONTRACT, TORT, COMMON LAW, OR STATUTORY, WHETHER OR NOT ITEMBASE OR ITS SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES.

• Governing Law and Dispute Resolution: This Agreement shall be governed in all respects by the laws of the State of Georgia without regard to conflicts of laws principles that could result in the application of the laws of a different jurisdiction. Both parties agree to resolve any disputes through binding arbitration in Atlanta, GA.  All disputes arising out of or in connection with this Agreement shall be conducted by JAMS, an established alternative dispute resolution provider, by a single arbitrator appointed in accordance with JAMS’ rules.  All claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/.  The place of the arbitration shall be Atlanta, Georgia.  The language of the arbitration shall be English.  The arbitration shall be commenced by a request for arbitration by either party, delivered to the other party.  The request shall set out the nature of the claim(s) and the relief requested.  Except as otherwise specifically limited in this Agreement, the arbitrator shall have the power to grant any remedy or relief that it deems appropriate, whether provisional or final, including but not limited to conservatory relief and injunctive relief, and any such measures ordered by the arbitrator shall, to the extent permitted by applicable law, be deemed to be a final award on the subject matter of the measures and shall be enforceable as such.

• Marketing, Promotional Use and Publicity: Customer will allow Itembase to use the Customer company logo on the Itembase website and Itembase sales collateral in a similar size and format as Itembase’s other customers. The “Powered by Itembase” designation will be used, and granted by Itembase to be utilized, with Customer program(s).

• Indemnification: Itembase agrees to defend and indemnify Customer from any claims ("Claims") for losses, damages, liabilities, costs and expenses brought by third parties alleging patent, trade secret, copyright or other intellectual property right infringement asserted against the Customer by virtue of Customer's use of the Services provided that: (a) Itembase is given prompt written notice of any such Claim; (b) Itembase has the right to control and direct the defense of such Claim; and (c) Customer reasonably cooperates with Itembase in such defense (with any costs to Customer to be reimbursed by Itembase). If any portion of the Services becomes, or in Itembase' opinion is likely to become, the subject of a claim of infringement, Itembase may, at its option: (a) procure for Customer the right to continue using the Services; (b) replace the Services with non-infringing software or services which do not materially impair the functionality of the Services; (c) modify the Services so that they become non-infringing; or (d) terminate this Agreement and refund any prepaid fees for the remainder of the term then in effect, and upon such termination, Customer will immediately cease all use of the Services.  Notwithstanding the foregoing, Itembase shall have no obligation under this section or otherwise with respect to any Claim based upon (w) any use of the Services not in accordance with this Agreement or as specified in the applicable documentation; (x) any use of the Services in combination with other products, equipment, software or data not supplied by Customer or not contemplated by the user documentation or needed by Customer to receive the benefit of the Services; or (y) any modification of the Services by any person other than Itembase or its authorized agents.  This Section states Itembase's entire liability and Customer's sole and exclusive remedy for infringement claims and actions.

• Warranty & Disclaimer: Itembase warrants to Customer that the Services will operate substantially in accordance with the user documentation during the term of this Agreement. Provided that Customer notifies Itembase in writing of any breach of the foregoing warranty during the term hereof, Itembase shall, as Customer’s sole and exclusive remedy, use commercially reasonable efforts to modify the non-conforming Services to achieve in all material respects the functionality described in the documentation.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, ITEMBASE DISCLAIM ANY WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. ITEMBASE DOES NOT WARRANT THAT THE SERVICES WILL FUNCTION UNINTERRUPTED OR ERROR FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.  THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. FURTHERMORE, ITEMBASE HAS NO RESPONSIBILITY FOR THE DATA IN WAY. DATA IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OR CONDITIONING OF ANY KIND. ITEMBASE DOES NOT WARRANT ITS COMPREHENSIVENESS, CORRECTNESS, DELETIONS, LEGALITY, TIMELINESS OR ACCURACY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR SERVICES WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK.

• Force Majeure: In the event that either Party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the Party invoking this provision (including, without limitation, the passage of laws or regulations or other acts of government that impact the delivery of the Services), flood, fire, earthquakes or other action of the elements, quarantines , epidemics or pandemics, civil unrest, acts of terror, riots, war, shortage or inability to obtain materials, strikes or other labor problems (excluding those involving such party’s employees), Internet or other service disruptions involving hardware, software or power systems not within our possession or reasonable control, and denial of service attacks.

• Assignment: Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Services Engagements) without the consent of the other party, in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets.

• Waiver: No provision of this Agreement will be waived by any act, omission or knowledge of ours or our agents or employees except specifically in a writing signed by us.

• Severability: If any provision or part of a provision in the Agreement is held to be illegal, invalid, or unenforceable by a court or other decision-making authority of competent jurisdiction, then the remainder of the provision will be enforced so as to affect the intention of the parties, and the validity and enforceability of all other provisions in the Agreement will not be affected or impaired.

 

• Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Either party’s failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.  No modification or amendment of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification or amendment is to be asserted.   Notwithstanding any language to the contrary therein, no terms or conditions stated in any purchase order or other order documentation shall be incorporated into or form any part of this Agreement, and all such terms and conditions shall be null and void.

Exhibit A: Itembase Services Description

1. The Itembase Service:Itembase’s Integration Platform-as-a-Service (iPaaS) allows companies providing applications and/or services to Merchants and/or Consumers to standardize data connectivity in support of Customers current and future business with Merchants and/or Consumers. Itembase ingests transaction data from Customer onboarded Merchants and/or Consumers through unlimited connectivity ("Connectors") to Commerce Systems and converts this data into an Itembase Normalized Data Payload. This standardized Data Payload normalization transforms the data from hundreds of incompatible Commerce Systems into a single, usable format for Customer. Connectivity to Itembase’s iPaaS will allow Customer to receive data from all Commerce Systems once the specific Connector has been launched and is live with connected Merchants. Itembase provides authorization, sign-on, data transport and data field normalization for all connected Commerce Systems and arrives with extensive documentation and onboarding tools. This makes it fast and painless to onboard Customer's Merchants in order to capture transaction data.
2. The Itembase Normalized Data Payload:This Agreement covers connectivity and data field normalization to the specific Itembase Normalized Data Payload ("Data Payload"). Through its iPaaS, Itembase will capture transaction data from Commerce System's where a Merchant has onboarded through Itembase. Transaction data is received in hundreds of incompatible formats across hundreds of Commerce Systems. Itembase normalizes all of these formats into one, consumable structure referred to as the Data Payload. The Data Payload includes all Data Payload data fields described in the Itembase Normalized Data Payload below.

Itembase may change the Itembase Normalized Data Payload to accommodate market and performance requirements on a regular basis. The last 3 versions of the Itembase Normalized Payload will be available at all times and Customer will be given notice at least 30 days before a past version of the Itembase Normalized Data Payload will be removed.

3. Native API:The Native API allows the Customer to extract additional information outside of the Itembase Normalized Data Payload and Write Back data to Commerce Systems such as Tracking Code, Inventory Update Status, etc. These transactions and updates are not part of standard Itembase formatted data sets received or sent through to the Commerce System. The Native API is turned off and not included unless Customer has specifically requested this access.
4. Custom Data Payload:Itembase supports Custom Data Payloads that allow the Customer to receive a unique Data Payload targeted towards business needs in a normalized data format. Custom Data Payloads are mapped and normalized according to the Customers requirements and maps the available data fields for each Commerce System into a Custom Data Payload that delivers the data as-is from the Commerce System.
5. Normalized Write Back:Itembase provides dedicated Write Back Features that allow Customer to replace parts of Customers own application by including relevant Read Data Payload and business logic with a Commerce System specific Write Logic and Mapping to perform Normalized Write Backs of Data into the connected Commerce Systems. Itembase provides pre-built Features such as Fulfillment, Cross Border, Dynamic Pricing, etc. or Customer can customize a Write Back Feature according to Customer specific business need.
6. Connectors:An Itembase Connector is a software application which covers the functionality of programmatically connecting to a Commerce Systems API or Extension/Plugin System which exposes an API. A Connector monitors webhook notifications from the Commerce System, or in the case where the Commerce System does not provide a webhook, the Connector emulates the webhook. A Connector stores access credentials such as API keys, username, passwords, token to the Merchant instance on a Commerce System in a secure, encrypted manner that is provided either directly by the Commerce Systems API, Extension/Plugin or through a form that the Merchant completes. The Connector ensures that each connection between Itembase’s iPaaS and a Merchant that exists on a Commerce System is constantly identifiable via a universal unique identifier. Every Data Payload that comes from a Merchants shop has the unique connection identifier attached for further matching and grouping.
7. Connector Directory: The Itembase Connector Directory allows Customer to internally search a library of over 700 Commerce Systems (new Connectors to recently launched Commerce Systems will be added monthly as part of the monthly maintenance fee). Customer can review insights on over 700 Commerce Systems and versions of Commerce Systems in order to market specific or unlimited connectivity to Merchants. Once Connectors are launched and active, Customer can share available Connectors with Merchants to begin the Merchant onboarding process. Included within the Connector Directory, Market Pulse enables Customer to track the Commerce System visits and additional Connectors requested by Merchants or internal Sales/Marketing team members.
8. Merchant Onboarding: Itembase provides its services and technical team to support Customer in onboarding Merchants to their specific applications. To do this, Customer can request Itembase to build and support a listing on public App Stores of the selected Commerce Systems to be found and recognized by search, or as a private App for specific Merchants that can receive a direct request to onboard with the Customer. Once the Merchant discovers or is invited to connect with Customer on the Commerce System’s they utilize Itembase provides Application Templates for Merchant registration & uptake information, Customer Application listing on a web-site/micro-site and Opt-In/Opt-Out capture.
9. Advisor: The purpose of the Service is to deliver Customer’s Merchants with an understanding of the Purchasing or Business optimization potential, and recommendations which may help Customer’s Merchants reach that potential.  The Service includes:

• The Service includes the import of Merchants historic and on-going transactional data and use it in the analysis required to assess the business potential and make recommendations for improvement.
• The Alerting Service generates a daily list of actions about potential opportunities which needs urgent attention - the Alerts.
• The Action Service provides a daily list of recommended management actions which are the most likely actions a Merchant can take to improve its business results. They are presented as discrete actions allowing the Merchant to cherry pick the ones the Merchant finds most compelling.
• The Purchasing Optimization Service compares Merchants Purchase KPIs to the Benchmark KPIs of the Category of Consumers to which Consumers belongs and makes recommendations for most compelling use cases - the use cases which are most likely to close the KPI gaps and improve the operating results.
• The Business Potential Service compares Merchant’s KPIs to the Benchmark KPIs of the Category of Merchants to which Merchant belongs and makes recommendations for most compelling use cases - the use cases which are most likely to close the KPI gaps and improve the operating results.

The optional Smart App Store Service (listed below) helps the Merchant identify candidate Solutions or Services which may be most applicable to meet the needs of the most compelling use cases. Candidate Solutions and Services are compared for a range of proven criteria and a short-list is created. If Merchant is sponsored by a Solution Provider, or self-sponsored, and within geographic scope, the Service may also include Itembase Consultants communicating directly with short-listed Solution and Service Providers to further qualify each Solution while confirming pricing and terms. This intent is to verify and refine the short-list order allowing the Merchant to gain further confidence in the recommended Solution or Service before making the purchase decision.  Such consulting services may also be available to the sponsored Merchants to handle the purchase process, the set-up and service initiation of the purchased Solution and/or Service and to manage the interaction with the Solution or Service Provider.

10. Smart App Store:Is a capability that Customer can provide for Merchants to search for Solution and Service Providers based on searchable specific and set criteria. Itembase tracks information on over 26,000 eCommerce Solution and Service Providers, Commerce Systems available worldwide and information on 17 million Merchants that utilize various Solution and Service Providers. In this way, Itembase can make recommendations on relevant applications and/or services that can help the Merchant’s business growth objectives. Information such as Company Name, Location, Size, Market Focus, Categorization of Capabilities, Market Penetration, Target Customers and other relevant data points are tracked and updated monthly. The Smart App Store can be available by Country, Region, based on specific applications and/or services that Customer would like to offer from Solution and Service Providers.
11. Reporting:Itembase Reporting is created/customized for Customer’s consumption or provided to Customer’s onboarded Merchants and consumes the raw data from any Commerce System connected. It includes a Sales KPI Dashboard focused on all Sales related Metrics which are broken down by Channel, Geography, Product Category, Customer Segment, Date etc. The format and frequency of these reports is defined by Customer.
12. Application Template: Itembase provides an alternative, and optional, Merchant Application Template when the Itembase Customer isn’t ready or fully able to deploy the ability to unify the Customer’s Merchant onboarding and operational needs across Commerce Systems. The Itembase Application Template includes a range of tools for Customers providing services to Merchants to build and customize Merchant applications, manage Merchant accounts & users, create global and service specific settings, build enrollment workflows for customer service, integration enrollment and operational interfaces where Merchants can manage and operate the Customer’s applications.
    Any such Service offered by Itembase is referred to in this “Customer Agreement - Terms of Services” as the “Application Template Service(s).” A current list of Features is available in the Itembase Application Template Feature List which is attached to this Agreement in an Exhibit, Amendment and/or Order Form. Any new features or tools which are added to the current Services will also be subject to this “Customer Agreement - Terms of Service.” Examples of a typical Itembase Customer Application Template include:

12a. Account & User Management

The Application Template enables Account and User Management with features such as Account Registration, Account Creation, Auto-Account Creation, Login, Reset Password, Profile & Identity Management, User Management, Email Notifications and other features enabling Merchants to sign-up for an Account and manage user-access to your Itembase-specific Application Template dashboard.

12b. Settings

Settings enable companies to define a range of settings Merchants can configure while being logged into the Application Template instance.  Settings cover Application Template wide settings like Account & User Management settings, Payment and Billing Settings, Enrollment Workflow Settings as well as vertical specific settings for the chosen Operational Interface Templates.

12c. Enrollment Workflows

Enrollment workflows enable companies to create enrollment flows for external integrations to e.g., Commerce Systems, as well as dedicated customer and service enrollment flows and forms for their own services offered to Merchants.  Enrollment Flows allows API Enrollment Flows, Payment Flows and Data Collection flows via Form or Wizard Modules enabling collection and storage for later use of data on e.g. Merchants, products, and customers.

12d. Operational Interfaces

Operational Interfaces are offered based on Industry Verticals enabling to launch an industry and use-case specific Operational Interface and related workflows, settings and connectivity.  Each operational Interface consists of a set of operational pages, settings page along with a number of workflows and API connectivity enabling the Merchant to operate the service(s) offered through the Application Template by the company.

Exhibit B - Itembase Service Level Metrics

1. Scheduled Downtime. When needed, Itembase will schedule downtime for routine maintenance or system upgrades (“Scheduled Downtime”).  Itembase shall exercise commercially reasonable efforts to schedule maintenance or system upgrades outside of peak traffic periods.  Generally, such maintenance or system upgrades are scheduled to occur from Friday, 8:00PM to Saturday, 12:00PM EST (“Maintenance Window”).  Itembase will notify Customer at least one calendar week prior to the occurrence of Scheduled Downtime.
2. Systems Accessibility Warrant
   • The Services will be accessible 99% of the time, seven (7) days of the week, and twenty-four (24) hours per day (“Systems Accessibility Warranty”) for Itembase standard non-modified API-calls, as calculated over a calendar month. Such “System Availability Warranty” shall not apply to, and Itembase will not be responsible for any inaccessibility which: 1) lasts less than fifteen (15) minutes; 2) results from Scheduled Downtime which Customer has been notified at least one (1) week prior to such Scheduled Downtime; 3) results from a failure of equipment, software or services not under the direct control of Itembase; 4) results from the failure of communication or telephone access service or other outside service or equipment not the fault of Itembase; 5) is caused by a third party not under Itembase control, and Itembase is not at fault; or 6) is a result of causes beyond the reasonable control of Itembase; 7) Delays with deliveries and performance on account of force majeure or other unforeseeable events that make it substantially difficult or impossible for Itembase to make the delivery and for which Itembase is not responsible (these events particularly include war, war-like events, official orders, fire, earthquake, non-conferral of approvals for export, import or transit, national measures for restricting commercial traffic or other operational interruptions of any kind, disruption of traffic- irrespective of whether these events occur at our premises or those of our suppliers or subcontractors – shall entitle Itembase to postpone the performance for the duration of the hindrance plus a reasonable break-in period or to withdraw completely or partially from the contract insofar as it has not been fulfilled yet.  Itembase shall be solely responsible for maintaining adequate controls over Customer’s Data transmissions and storage, for monitoring such transmissions and storage, and for bringing to Customers attention any failure to access the Services within five (5) days of inception of any such event.  Itembase shall be solely responsible for setting applicable data processing and transmission parameters, for inspecting all data input and output for accuracy and completeness, and for having appropriate safeguards in place to identify data and processing errors.
   • If the Services fail to meet the Systems Accessibility Warranty, Customer’s sole remedy and Itembase liability will be for Itembase to credit Customer’s account with Service Level Credits to be applied against Customer’s next billing period as follows:
   • Service Level Credit Formula: (Inaccessibility Period (in hours) divided by 8,760 annual hours) x Annual Fees actually paid = Credit applied against next billing period or payable within 30 days after notice. Except as set forth in Section 4, Customer’s rights under this Section are Customer’s sole and exclusive remedy with respect to any failure by Itembase to meet the Systems Accessibility Warranty set forth above.
3. Itembase Data Payload Warranty
   • Itembase Standard Data Payload Warranty
     • The Itembase Standard Data Payload will be generated and delivered with the data fields listed in Exhibit D. Data fields will be provided in a corresponding value in case (1) the connected Commerce System provides access via its web API to the respective data field and (2) the connected Merchant provides values for the data fields in case the data fields are not mandatory data fields on the Commerce System, else null will be provided as a standard value.
     • Itembase will not add any other values to data fields than null in case the Commerce System doesn’t provide, provide access or the Merchant does not provide the value of data fields.
     • Itembase will not standardize the values of data fields in any variation or provide warranty if a Commerce System and its stores are not accessible due to downtime.
     • Itembase will not check the values of data fields and is not reliable if values of data fields are offensive or violate regulations in Customer, Merchant, Consumers or any other jurisdiction.
     • The Itembase Standard Data Payload will be delivered in near real-time. Near real-time is defined as a period of up to 3 minutes as soon as the Commerce System data arrives in the Itembase system.
     • Itembase will notify Customer 1-month in advance of any Updates that will be released, or as soon as this information is available.
   • Itembase Segment Data Payload Warranty
     • The Itembase Segment Data Payloads represents a subset of the Itembase Standard Data Payload limited to relevant data per industry.
   • Itembase Customized Data Payload Warranty
     • The Itembase Custom Data Payload represents a set of data fields Customer defines and listed in a specific Exhibit as an addition to the Itembase Standard Data Payload.

 

Contact Information:       

E-Mail:                 support@Itembase.com

Phone:                 Specific Customer assigned number will be available upon Agreement Signature.

Web:                    https://support.Itembase.com/

Support Hours:    Regular Support 9 am - 6 pm EST

First level support only: 24x7 via web, email. All addresses same as listed above.

 

 

Exhibit C – Itembase Severity Code Levels

Severity 1 –Services Halted – Critical ·       Response Time: 4 Hours ·       Resolution Goal: 1 Business Day ·       Resolution Behavior: “All Hands-on Deck” ·       Critical systems (including issues with Itembase Normalized Data Payload) or Services down

Severity 2 –Services Impacted – But Not Halted ·       Response Time: 6 Hours          ·       Resolution Goal: 8 Business Days ·       Service or Application experiencing degraded performance ·       Or nature of outage has limited scope or user urgency

Severity 3 – Minimal Business Impact ·       Response Time: 2 Business Days ·       Resolution Goal: 12 Business Days or next patch release ·       Minimal impact to Service availability or seamless workaround available ·       Includes user changes (adds and deletes)

Severity 4 – General Inquiry – No Impact to Business processing ·       Response Time: 3rd Business Day ·       Resolution Goal: 20 Business Days ·       “How To” questions & requests for information.  Used for monitoring

Severity 5 – FYI – No Impact ·       Response Time:  Not Applicable ·       Resolution Goal: Not Applicable ·       Information repository for future reference

Exhibit D: The Itembase Normalized Data Payload

Product                                                                         Order                                                                            Merchant

brand/name	acceptedOffer/availabilityEnds	address/addressCountry
category	acceptedOffer/availabilityStarts	address/addressLocality
createdAt	acceptedOffer/deliveryLeadTime	address/addressRegion
updatedAt	acceptedOffer/depth/unitCode	address/postalCode
identifier	acceptedOffer/depth/unitText	address/streetAddress
name	acceptedOffer/depth/value	address/receiver/email
description	acceptedOffer/description	address/receiver/familyName
sku	acceptedOffer/gtin12	address/receiver/givenName
gtin8	acceptedOffer/gtin13	address/receiver/additionalName
gtin12	acceptedOffer/gtin14	address/receiver/identifier
gtin13	acceptedOffer/gtin8	address/receiver/telephone
gtin14	acceptedOffer/height/unitCode	currenciesAccepted
image	acceptedOffer/height/unitText	paymentsAccepted
url	acceptedOffer/height/value	email
isVariant	acceptedOffer/identifier	identifier
offers/availabilityEnds	acceptedOffer/image	name
offers/availabilityStarts	acceptedOffer/inventoryLevel/unitCode	telephone
offers/brand/name	acceptedOffer/inventoryLevel/unitText	url
offers/deliveryLeadTime	acceptedOffer/inventoryLevel/value	locale
offers/depth/unitCode	acceptedOffer/category	createdAt
offers/depth/unitText	acceptedOffer/name	updatedAt
offers/depth/value	acceptedOffer/sku
offers/description	acceptedOffer/url
offers/gtin12	acceptedOffer/quantity
offers/gtin13	acceptedOffer/price/value
offers/gtin14	acceptedOffer/price/currency
offers/gtin8	acceptedOffer/weight/unitCode
offers/height/unitCode	acceptedOffer/weight/unitText
offers/height/unitText	acceptedOffer/weight/value
offers/height/value	acceptedOffer/width/unitCode
offers/identifier	acceptedOffer/width/unitText
offers/image	acceptedOffer/width/value
offers/inventoryLevel/unitCode	acceptedOffer/offerDelivery/deliveryAddress/addressCountry
offers/inventoryLevel/unitText	acceptedOffer/offerDelivery/deliveryAddress/addressLocality
offers/inventoryLevel/value	acceptedOffer/offerDelivery/deliveryAddress/addressRegion
offers/category	acceptedOffer/offerDelivery/deliveryAddress/postalCode
offers/name	acceptedOffer/offerDelivery/deliveryAddress/streetAddress
offers/sku	acceptedOffer/offerDelivery/deliveryAddress/receiver/email
offers/url	acceptedOffer/offerDelivery/deliveryAddress/receiver/familyName
offers/price/value	acceptedOffer/offerDelivery/deliveryAddress/receiver/givenName
offers/price/currency	acceptedOffer/offerDelivery/deliveryAddress/receiver/additionalName
offers/weight/unitCode	acceptedOffer/offerDelivery/deliveryAddress/receiver/identifier
offers/weight/unitText	acceptedOffer/offerDelivery/deliveryAddress/receiver/telephone
offers/weight/value	acceptedOffer/offerDelivery/trackingNumber
offers/width/unitCode	acceptedOffer/offerDelivery/parcelService
offers/width/unitText	acceptedOffer/offerDelivery/recipient/email
offers/width/value	acceptedOffer/offerDelivery/recipient/familyName
offers/createdAt	acceptedOffer/offerDelivery/recipient/givenName
offers/updatedAt	acceptedOffer/offerDelivery/recipient/additionalName
price/value	acceptedOffer/offerDelivery/recipient/identifier
price/currency	acceptedOffer/offerDelivery/recipient/telephone
weight/unitCode	acceptedOffer/offerDeliveryTotal/price/value
weight/unitText	acceptedOffer/offerDeliveryTotal/price/currency
weight/value	acceptedOffer/offerDeliveryTotal/taxesIncluded
width/unitCode	acceptedOffer/offerDeliveryTotal/taxes/taxRate
width/unitText	acceptedOffer/offerDeliveryTotal/taxes/taxType
width/value	acceptedOffer/offerDeliveryTotal/taxes/taxValue/value
depth/unitCode	acceptedOffer/offerDeliveryTotal/taxes/taxValue/currency
depth/unitText	acceptedOffer/createdAt
depth/value	acceptedOffer/updatedAt
height/unitCode	identifier
height/unitText	discount
height/value	discountCode
inventoryLevel/unitCode	orderNumber
inventoryLevel/unitText	orderStatus
inventoryLevel/value	paymentMethod
	paymentMethodId
	paymentLast4Digits
	customer/email
	customer/familyName
	customer/givenName
	customer/additionalName
	customer/identifier
	customer/telephone
	billingAddress/addressCountry
	billingAddress/addressLocality
	billingAddress/addressRegion
	billingAddress/postalCode
	billingAddress/streetAddress
	billingAddress/receiver/email
	billingAddress/receiver/familyName
	billingAddress/receiver/givenName
	billingAddress/receiver/additionalName
	billingAddress/receiver/identifier
	billingAddress/receiver/telephone
	orderDelivery/deliveryAddress/addressCountry
	orderDelivery/deliveryAddress/addressLocality
	orderDelivery/deliveryAddress/addressRegion
	orderDelivery/deliveryAddress/postalCode
	orderDelivery/deliveryAddress/streetAddress
	orderDelivery/deliveryAddress/receiver/email
	orderDelivery/deliveryAddress/receiver/familyName
	orderDelivery/deliveryAddress/receiver/givenName
	orderDelivery/deliveryAddress/receiver/additionalName
	orderDelivery/deliveryAddress/receiver/identifier
	orderDelivery/deliveryAddress/receiver/telephone
	orderDelivery/trackingNumber
	orderDelivery/parcelService
	orderDelivery/recipient/email
	orderDelivery/recipient/familyName
	orderDelivery/recipient/givenName
	orderDelivery/recipient/additionalName
	orderDelivery/recipient/identifier
	orderDelivery/recipient/telephone
	orderDeliveryTotal/price/value
	orderDeliveryTotal/price/currency
	orderDeliveryTotal/taxesIncluded
	orderDeliveryTotal/taxes/taxRate
	orderDeliveryTotal/taxes/taxType
	orderDeliveryTotal/taxes/taxValue/value
	orderDeliveryTotal/taxes/taxValue/currency
	orderTotal/price/value
	orderTotal/price/currency
	orderTotal/taxesIncluded
	orderTotal/taxes/taxRate
	orderTotal/taxes/taxType
	orderTotal/taxes/taxValue/value
	orderTotal/taxes/taxValue/currency
	orderDate
	createdAt
	updatedAt

Exhibit E: Itembase Official 2023 Holidays in USA & Germany

Itembase - USA Holidays 2023
New Year’s Day				1-Jan
Presidents Day				20-Feb
Memorial Day				29-May
Independence Day				4-Jul
Labor Day				4-Sep
Thanksgiving Thursday				23-Nov
Thanksgiving Friday				24-Nov
Christmas Eve				24-Dec
Christmas Day				25-Dec
New Year’s Eve				31-Dec
Itembase - Germany Holidays 2023
New Year’s Day							1-Jan
Good Friday							7-Apr
Easter Monday							10-Apr
Labor Day							1-May
Ascension Day							26-May
Whit Monday							5-Jun
Anniversary of German unification							2-Oct
Christmas Day 1							25-Dec
Christmas Day 2							26-Dec

Exhibit F: Itembase Professional Services Terms

These Terms and Conditions govern the provision of the Professional Services. The Professional Services are purchased separately from any other Service provided by Itembase Holdings, Inc. ("Itembase") and defined by a separate Exhibit, Amendment and/or Order Form, and accepted by Customer. Travel and related expenses are not included and will be invoiced separately. Unused Professional Service hours and fees do not rollover to subsequent Agreements.

In the event that Itembase uses any subcontractors in the performance of its obligations hereunder, Itembase will remain responsible for such subcontractors' performance. Itembase warrants that the Professional Services will be performed by Itembase personnel (including any contractors) in a professional and workmanlike manner. This warranty is exclusive and in lieu of all other warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose. Customer must report any deficiencies in the Professional Services within 90 days of performance in order to receive warranty remedies. Customer's sole remedy for breach of the foregoing warranty shall be the prompt re-performance of the deficient Professional Services as described and warranted. Should Itembase be unable to so re-perform, it will refund Customer all prepaid fees for the deficient Professional Services.

Anything provided to Customer by Itembase ("Deliverables") shall be owned soley by Itembase; provided, however, that any creative content (for example, creative copy for email and landing pages, custom queries, links, images, graphs and photos) created exclusively for Customer by Itembase in connection with the performance of the Professional Services (the "Work Product"), shall be the sole and exclusive property of Customer. For all Deliverables that are not Work Product, upon Customer's payment of fees due, Itembase grants Customer a global, non-exclusive, perpetual, non-transferable, royalty-free license to copy, maintain use and run (as applicable) the Deliverables, solely for its internal business purposes, associated with its use of the Services. Deliverables not rejected within five business days of delivery shall be deemed acceptable by Customer. Each party shall hold the other's Confidential Information in confidence and not use or disclose such Confidential Information other than in connection with performance of obligations hereunder. "Confidential Information" shall mean all confidential or proprietary information disclosed orally or in writing by one party to the other that is identified as confidential at the time of disclosure or whose confidential nature is reasonably apparent. Confidential Information shall not include information which is: (a) is or becomes a part of the public domain through no fault of the receiving party; (b) was in the receiving party's lawful possession prior to the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure or any breach of confidence; or (d) is independently developed by or for the receiving party.

In no event shall either party be liable to the other for any indirect, incidental, special, consequential, reliance, cover or lost profits damages, whether in contract or tort, even if the other party has been advised of the possibility of such damages. Neither party's aggregate liability for damages hereunder shall exceed the total amount of fees paid and/or due from Customer for the Professional Services purchased under the Exhibit, Amendment and/or Order Form for the Professional Services giving rise to the liability.