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Retailer Product Content

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Last Updated: October, 2021

1. Overview

1WorldSync’s Retailer Product Content (“RPC”) offering is a service whereby Client engages with 1WorldSync to gather Client Product Content and/or Item Setup Content, transform it into one or more Retailer’s required format in accordance to the Retailer’s style guide and/or proprietary product content data model, and deliver it to the retailer(s) in specific markets and languages on the Client’s bhttps://1worldsync.com/product-descriptions/glossary/ehalf, based on the Service Configuration specified on the Order Form.

As part of the service, Client is required to submit Content Build Requests and/or Content Update Requests through 1WorldSync’s Retailer PartnerAccess Portal, or by an alternative mutually agreed upon method.

2. Service Components

North America
1WorldSync’s North American RPC offering requires Client to purchase a Retailer Product Content Creation, Delivery & Maintenance Subscription that includes product content transformation and delivery for up to ten (10) products within the term of the Agreement. Client may increase the number of products it desires content creation and delivery for as part of the service, for an additional fee.

For the avoidance of doubt, any unused Content Build Requests that remain at the end of each term year will expire and will not roll over to subsequent term years.

While Client’s subscription remains active, Client may submit an unlimited number of Content Update Requests for any product for which 1WorldSync has delivered initial product content to the Retailer(s) as part of the service performed under the current or past term of the Agreement.

Europe
1WorldSync’s Europe RPC offering requires Client to purchase a Retailer Product Content Creation, Delivery & Maintenance Subscription that includes product content transformation and delivery for a specified number of products within the term of the Agreement. Client may increase the number of products it desires content creation and delivery for as part of the service, for an additional fee.

For the avoidance of doubt, any unused Content Build Requests that remain at the end of any term year shall expire and will not roll over to subsequent term years.

While Client’s subscription remains active, Client may submit an unlimited number of Content Update Requests for any product for which 1WorldSync has delivered initial product content to the Retailer(s) as part of the service performed under the current or past term of the Agreement.

3. Client Obligations

Initial Request To Build and Deliver Content

Client’s submission of a Content Build Request to 1WorldSync is the trigger for initiating activation of 1WorldSync’s obligations to perform the service for the product(s) listed in the Content Build Request. For the avoidance of doubt, 1WorldSync will not be obligated to perform the services for any product until the applicable Content Build Request is submitted to 1WorldSync by the Client.

Missing Information Request

In the event the Retailer requires additional information that was not provided by the Client in the Content Build Request, and/or that 1WorldSync is not able to find on the Client’s website or other source to accept content delivery, 1WorldSync will send Client a Missing Information Request. Client is responsible for responding to the Missing Information Request in a timely manner, and understands that 1WorldSync cannot complete the build request and deliver content to the Retailer until it has all of the information required for Retailer acceptance of the content. 1WorldSync will send an initial email notification to the Client informing them that a new Missing Information Request has been created, and then a consolidated daily email listing all outstanding Missing Information Requests that are pending Client response.

Content Accuracy

Client is solely responsible for all Content provided by it, on its behalf by third parties or sourced by 1WorldSync at its direction and will review all Content and ensure it meets the following requirements: (i) it is accurate, complete and reasonably current; (ii) it does not infringe upon or violate the trademark, copyright or other intellectual property rights, or any rights of publicity or privacy, of any third party; (iii) it is not defamatory, trade libelous, threatening, harassing or otherwise objectionable; (iv) it does not contain any viruses, worms, time bombs, Trojan horses or other malicious software code; (v) it does not contain or relate to any kind of personal data; and (vi) it is not being provided in violation of any applicable law, statute, ordinance or regulation. Should 1WorldSync receive notice or otherwise reasonably believe that any Content does not meet any aspect of this section, 1WolrdSync will provide Client with notice thereof and a reasonable opportunity to cure such non-compliance. 1WorldSync reserves the right to immediately cease receiving, storing or making such Content available to Client or others, without liability, until such non-compliance has been resolved to 1WorldSync’s reasonable satisfaction.

Authorization and Access to Retailer’s Systems and Information

Client will provide 1WorldSync with the necessary authorization to submit content on its behalf, and/or to access Retailer’s systems and information for content delivery.

4. 1WorldSync Obligations

Upon receipt of a Content Build Request from the Client, 1WorldSync will initiate the content collection, transformation, and Retailer validation review process within five (5) business days.

Upon receipt of a Content Update Request from the Client, 1WorldSync will validate that the request is in compliance with the Retailer’s style guide and/or proprietary product data model, and will deliver the updated content to the Retailer if it meets the Retailer’s requirements.

Where provided by Retailer, 1WorldSync will utilize its best efforts to remain in compliance with Retailer’s applicable style guides, proprietary product data model requirements, and content validation requirements throughout the term of the Agreement, and will make commercially reasonable efforts to adjust delivered content to match such requirements.

Once 1WorldSync has all of the content needed, and has passed the Retailer’s content validation requirements, 1WorldSync will deliver the content to the Retailer.

NOTE: European Clients are limited to Content Build Requests submissions for no more than 50 products per five (5) working man days.

5. Access To Retailer PartnerAccess Portal

Access to a Retailer’s PartnerAccess Portal requires a login and password.

1WorldSync will provide a username and initial password to access the Retailer PartnerAccess Portal to the Client Signee of this Agreement (“Master User”). The Master User must login and accept the Click-Wrap Terms of Retailer PartnerAccess Portal Use to activate the account, and can then add other users (employees, agents, or contractors of Client) to the Client’s account as desired (“Additional Authorized Users”). For the sake of clarity, a User is one individual from one computer unless otherwise agreed between the parties. NOTE: A unique login and password is required for each Retailer Product Content Creation, Delivery, and Maintenance subscription.

Users should change the initial password provided by 1WorldSync upon initial login to the Retailer PartnerAccess Portal.

Client is responsible for the use of the password to gain access to the Retailer PartnerAccess Portal, whether that use is by a User to whom that password is allocated or any other person. Any act or omission by a User in respect of accessing the Retailer PartnerAccess Portal will be an act or omission of the Client (irrespective of whether Client authorized or permitted that act or omission). Client must take all reasonable precautions to ensure that the passwords provided to Users are kept confidential and must immediately notify 1WorldSync in writing if it believes that a password has been disclosed to any person other than the Users. Client must use, and must ensure that the Users use, the Retailer PartnerAccess Portal in good faith, and comply with the Terms and Conditions and all applicable laws, statutes, ordinances, and regulations in all jurisdictions in which Client operates or resides.

6. Training and Support

1WorldSync will make its Help Center and Support available to Client to assist with setup and service use.

1WorldSync will process up to three (3) Support Case submissions per month, via the completion of a 1WS Support Form.

1WorldSync will provide Client unlimited online training, and telephone escalation procedures for serious system outages.

6. Retailer Acceptance and Use of Content

Once delivered to the Retailer, 1WorldSync will have no control over the conditions under which Retailer displays the content, when Retailer displays the content, or for how long Retailer will display or use the content. 1WorldSync will deliver the content as set forth above, which will then be utilized at the Retailer’s discretion, or based on Retailer’s direct agreement with Client.