Syndic8
Master Subscription and Services Agreement

1. Definitions

“Affiliate” means an entity that controls, is controlled by, or is under common control with a Party, where “control” means more than fifty percent (50%) of the voting interests.

“AI Features” means artificial-intelligence or machine-learning functionality made available as part of or as an add-on to the Services, including assistant, co-pilot, generation, classification, and automation features.

“AI Input” means any data, text, or media that an AI User submits to an AI Feature, and “AI Output” means the response the AI Feature generates from that AI Input. AI Input and AI Output are Customer Data.

“AI User” means an Authorized User who uses an AI Feature.

“API Request” means a call made to a Syndic8 application programming interface.

“Connection” means a unique configuration in the Service used to transform and deliver Customer’s product or related data into the format required by a particular third-party destination (such as a retailer, marketplace, distributor, or social-commerce site) or a Customer site. A Connection may be specific to the combination of brand, destination, language, destination location or region, and/or product category, such that the same destination served for an additional brand, language, region, or product category is a separate Connection. A Connection is an “API Connection” where the destination accepts data through an automated or digital channel (for example, the destination’s API, SFTP, EDI, or a direct feed), and a “non-API Connection” where the destination does not accept automated delivery and data is provided by manual means (for example, by emailing a spreadsheet or file). Connections may be metered as a Billing Metric (including in Connection packs). For clarity, Syndic8 API access — Customer’s use of Syndic8’s own application programming interfaces to transmit data to or from the Service — is a separate entitlement and is not a Connection.

“Feed Sync” means an inbound or outbound data synchronization between a Service and a Customer or third-party system (for example, a product, pricing, inventory, or order feed).

“Authorized User” means an individual whom Customer authorizes to use the Services through Customer’s account, including Customer’s personnel and, where a Service permits, Customer’s own customers (such as Wholesale Buyers).

“Billing Metric” means a unit by which fees may be measured under an Order Form, as described in Section 7.

“Customer Data” means all data and content that Customer or its Authorized Users submit to, or that the Services generate for Customer from, the Services, including product, pricing, inventory, order, and customer-list data, and including AI Input and AI Output. Customer Data excludes Service Analyses and Syndic8 Technology.

“Documentation” means Syndic8’s then-current product documentation for the Services made available online or through the Services.

“Effective Date” means the date stated on the first Order Form (or, if none, the date of last signature on it).

“MCP” means the Model Context Protocol or a comparable interface by which Syndic8 exposes Services capabilities for access by AI agents, models, or engines through access keys.

“Order Form” means an ordering document or online order that references this Agreement and specifies the Services, fees, Subscription Term, and Billing Metrics.

“Order Volume” means the aggregate monetary value of orders processed through the Services in a period, as computed by Syndic8 from order data in the Services.

“Personal Data” means Customer Data that identifies or relates to an identifiable natural person and that Syndic8 processes on Customer’s behalf, as further described in the DPA.

“Professional Services” means implementation, configuration, data integration, training, and other professional or consulting services that Syndic8 agrees to perform for Customer, as described in an Order Form or in a Statement of Work (SOW) that references this Agreement.

“Services” means the Subscription Services and any Professional Services, support, and AI Features that Syndic8 provides under an Order Form or SOW.

“Service Analyses” means statistical, technical, and usage data derived from operation of the Services in aggregated, de-identified form that does not identify Customer, any Authorized User, or any individual.

“SOW” means a statement of work executed by the Parties for Professional Services.

“Subscription Services” means the Syndic8 cloud platform and Service(s) that Customer subscribes to under an Order Form, as described in the applicable Service Schedule(s) — currently the Syndication Service (Schedule 1) and the S8 Commerce Service (Schedule 2).

“Subscription Term” means the term of a subscription stated on an Order Form, including renewals.

“Syndic8 Technology” means the Services, the Syndic8 platform, software, APIs, models, methods, know-how, and all Intellectual Property Rights in them, together with all improvements and Service Analyses.

“Trial or Preview Services” means any Service or feature offered at no additional charge or designated as beta, trial, pilot, preview, evaluation, or non-production.

“Trust Center” means Syndic8’s security and compliance portal at https://trust.syndic8.io, which sets out Syndic8’s security measures; Syndic8’s current subprocessor list is published at https://www.syndic8.io/legal/syndic8-subprocessors.

“Intellectual Property Rights” means all patent, copyright, trademark, trade secret, and other intellectual-property rights worldwide.

Terms specific to the Syndication Service are defined in Schedule 1. Terms specific to the S8 Commerce Service (including “Brand Store,” “Wholesale Buyer,” “Active Wholesale Buyer,” “Seller User,” and “Purchase Order”) are defined in Schedule 2.

2. Subscription Services

2.1 Provision

Syndic8 will make the Subscription Services identified on each Order Form available to Customer during the Subscription Term for Customer’s internal business purposes, in accordance with this Agreement, the Documentation, and the applicable Service Schedule(s). Syndic8’s Affiliates and authorized contractors may help provide the Services and access Customer Data for that purpose, and Syndic8 remains responsible for their performance.

2.2 Changes and New Features

Syndic8 may modify the systems, environment, and features used to provide the Subscription Services so long as it does not materially degrade the core functionality described in the Documentation during the Subscription Term. Updates made generally available to subscribing customers are included at no additional charge. New features, modules, or capabilities — including AI Features and MCP access — may be offered separately and may require additional fees; Syndic8 will determine in its reasonable discretion whether access to a new feature requires an additional fee, and Customer is not required to purchase it.

2.3 Trial or Preview Services

Syndic8 may make Trial or Preview Services available. They are provided “AS IS,” for evaluation and not production use, may be changed or withdrawn at any time, and are excluded from the warranties, indemnities, service levels, and (except for confidentiality and data-protection obligations) the other commitments in this Agreement. Customer is responsible for any Customer Data it uses with Trial or Preview Services.

2.4 Usage Limits and Overages

Customer’s use must stay within the Billing Metric quantities stated on the Order Form. If Customer exceeds them, Syndic8 may invoice the excess at the Order Form rates (or, if none, Syndic8’s then-current rates). Quantities may be increased during a Subscription Term — billed immediately and pro-rated for the remainder of the term and carried into renewals — but may not be decreased until renewal.

2.5 API Access

Where an Order Form includes API access, Customer may access the Syndic8 application programming interfaces subject to this Agreement, the Documentation, and Syndic8’s published rate and throttling limits. Customer will keep API credentials and tokens secure, will not exceed or circumvent applicable rate, volume, or concurrency limits, and will not use the APIs to reverse engineer, replicate, or build a competing offering. Syndic8 may throttle, suspend, or charge for API usage that exceeds the limits or allowances stated on the Order Form, and may modify the APIs on reasonable notice without materially reducing core functionality during the Subscription Term.

2.6 Suspension

Syndic8 may suspend access (a) for a material breach of Section 5, (b) where use poses a security or legal risk, or (c) for non-payment under Section 7, giving notice where practicable and limiting the suspension to what is reasonably necessary.

2.7 Data Feeds and Integrations

The Services exchange data with Customer’s and authorized third parties’ systems — including Connections and, for the Syndication Service, Destinations — through inbound and outbound data feeds (“Feeds”), configured during implementation (typically under a SOW).

1. Types. Inbound Feeds may include product and catalog, pricing, inventory and availability, allocation, and customer or buyer-list data. Outbound Feeds may include product and catalog data syndicated to Destinations and, for S8 Commerce, purchase orders and order-status data sent to Customer’s or an authorized third party’s systems.

2. Method and schedule. Feeds may operate on a push or pull basis via SFTP or file transfer, API, or EDI, on the schedule, frequency, and format agreed during configuration. Syndic8 may set and adjust on reasonable notice the supported file formats and reasonable limits on Feed frequency, volume, and file size, and may meter Feed Syncs as a Billing Metric.

3. Customer responsibilities. Customer is responsible for: (i) the accuracy, completeness, formatting, and timeliness of data it sends through inbound Feeds; (ii) establishing and maintaining its own systems, endpoints, credentials, and connectivity for each Feed; (iii) monitoring the execution and the success or failure of each Feed and reviewing any logs or status notifications Syndic8 makes available; and (iv) reconciling, correcting, and re-submitting data, and promptly notifying Syndic8 of any suspected Feed issue.

4. Syndic8 role and limitations. Syndic8 will transmit and process Feeds substantially as configured and, where available, make execution logs or status notifications accessible. Syndic8 does not validate the substance of Customer Data or third-party data and is not responsible for: (i) the content, accuracy, or completeness of data exchanged through Feeds; (ii) delays, failures, or errors caused by Customer’s or a third party’s systems, data, formats, credentials, or connectivity; or (iii) any consequence of inaccurate, stale, duplicate, or missing data (including incorrect pricing, inventory, availability, or orders). As between the Parties, monitoring Feed outcomes and verifying data accuracy are Customer’s responsibility. This Section is subject to the connectivity provision in Section 5 and the disclaimers and limitations in Section 10 and Section 12.

3. Artificial Intelligence and MCP Services

3.1 Scope

The Services may include or offer AI Features and MCP access. These are part of the Services and subject to this Agreement, except that features designated as Trial or Preview Services are also subject to the limitations on such services.

3.2 Model Providers

AI Features may be powered by Syndic8’s or third-party models. Third-party model providers act as subprocessors and are identified on the Trust Center. Customer authorizes Syndic8 to transmit AI Input and related Customer Data to those providers solely to deliver the AI Features. Customer’s and its Authorized Users’ use of AI Features is also subject to the applicable model providers’ acceptable-use and usage policies (as identified on the Trust Center and the subprocessor list), and Customer will comply with, and ensure its Authorized Users comply with, those policies.

3.3 AI Enablement; Customer-Provided Keys (BYOK)

AI Features are provided under one of two models, as stated on the Order Form: (a) Syndic8-managed — Syndic8 supplies model access, meters usage by Organization, and may charge AI enablement and usage fees; or (b) Bring-Your-Own-Key (BYOK) — Customer supplies and pays for its own model license or key and is responsible for compliance with its provider’s terms. Absent a contrary election on the Order Form, the Syndic8-managed model applies. Syndic8 may meter usage under either model for billing and operational purposes.

3.4 MCP Access

Where enabled, Syndic8 may make Services capabilities available through MCP for access by Customer’s or authorized third parties’ AI agents, models, or engines using access keys issued under Customer’s account. MCP access is part of the Services, is subject to this Agreement and Section 5, and may be metered and charged as a Billing Metric. Customer is responsible for all activity conducted through its MCP access keys.

3.5 Metering and Right to Charge

Syndic8 may measure AI and MCP usage (including AI Tokens consumed, AI operations, and MCP calls) and may charge for usage that exceeds the allowances included in Customer’s subscription. Where AI Features are provided under the Syndic8-managed model, the Order Form may state an included AI Token allowance; if Customer exhausts that allowance, Syndic8 may suspend or disable the AI Features (only) until Customer purchases additional capacity, and the remainder of the Services will continue unaffected. Syndic8 reserves the right to introduce, and on prior notice to adjust, fees for AI Features, MCP access, and other usage-based capabilities, consistent with Section 7.

3.6 Responsible Use and Output

Customer is responsible for its AI Input and for reviewing AI Output before relying on it; AI Output may be inaccurate, incomplete, or not unique to Customer and is provided for assistance only. Customer will not submit AI Input that is unlawful, infringing, or contains prohibited sensitive data, and will not use AI Output to develop or train a competing model or service. Syndic8 may screen for, block, or disable AI Input or AI Output, or suspend an AI Feature, where it reasonably believes a violation has occurred.

3.7 Use of AI Interactions

Syndic8 may process Customer Data, AI Input, and AI Output to provide, secure, support, monitor, troubleshoot, evaluate, and improve the Services and the AI Features — including by reviewing prompts, requests, and outputs to improve prompt design, retrieval and reference data, accuracy, routing, and safety. Syndic8 will not use Customer Data, AI Input, or AI Output to train or fine-tune AI or machine-learning models made available to other customers except in aggregated or de-identified form that does not identify Customer, its Authorized Users, or any individual and does not reveal Customer’s Confidential Information. Syndic8’s third-party model providers do not train their foundation models on Customer Data, AI Input, or AI Output. Syndic8 retains AI Input and AI Output only as needed to provide and secure the Services and otherwise in accordance with the retention practices described on the Trust Center; where available and applicable, Syndic8 enables zero- or limited-data-retention controls with its third-party model providers, which, by default, do not train on Customer Data and retain inputs and outputs only transiently for abuse monitoring.

4. Security and Data Protection

4.1 Security Program

Syndic8 maintains a written information-security program with administrative, technical, and physical safeguards appropriate to the Services, including encryption of data in transit and at rest, role-based access controls, logical tenant isolation by Organization, and audit logging, as described on the Trust Center. Syndic8 maintains a SOC 2 Type II examination and will not materially diminish these protections during the Subscription Term.

4.2 Data Protection

The Data Processing Addendum in Schedule 3 (the “DPA”) is incorporated into this Agreement and applies where Customer Data includes Personal Data. Syndic8 processes Personal Data only to provide the Services and on Customer’s documented instructions.

4.3 No Sensitive Data

Customer will not submit to the Services any payment-card numbers, government identifiers, financial-account numbers, health information, or other special categories of sensitive personal data, and Syndic8 has no liability for any such data submitted in breach of this Section.

4.4 Compliance with Law

Syndic8 will comply with laws generally applicable to its provision of the Services. Customer is responsible for its own legal and regulatory compliance in its use of the Services.

5. Customer Obligations and Acceptable Use

5.1 Responsibilities

Customer will: (a) be responsible for the accuracy, quality, and legality of Customer Data and its rights to provide it; (b) obtain all consents and rights necessary for Syndic8 to process Customer Data (including Personal Data of Authorized Users and Wholesale Buyers) to provide the Services; (c) secure its account credentials and identity-provider (SSO) configuration; and (d) use the Services in accordance with this Agreement, the Documentation, and applicable law.

5.2 Authorized Users and Acceptance

Customer’s acceptance of this Agreement — whether by signing an Order Form or by accepting it online or in-product — binds Customer and all of its Authorized Users, and Customer is responsible for their compliance with this Agreement. This Agreement governs Customer’s subscription whether accepted by signature or by online or in-product acceptance. Syndic8 may also present acceptable-use or click-through terms to Authorized Users within the Services as a condition of access; for Authorized Users accessing under a Customer that has an Order Form, those terms are operational only and supplement — and do not supersede, expand, or diminish — this Agreement, and any conflict is resolved in favor of this Agreement and the Order Form. Access that is not under an Order Form — including access by Customer’s own customers and Wholesale Buyers, by PIM- or OEM-partner end customers, and trial, demonstration, evaluation, or free access — is governed by the terms Syndic8 presents at or within the Services at the time of access (which may include this Agreement, presented for online acceptance) and, for Customer’s Wholesale Buyers, by the terms of use Customer presents to them. Customer’s Brand Stores are presented under Customer’s own brand to its Wholesale Buyers; as between the Parties, Customer is responsible for the terms of use it presents to its Wholesale Buyers, and Syndic8 may, at Customer’s request, present a neutral acceptable-use notice to them.

5.3 Acceptable Use

Customer will not, and will not permit any Authorized User or third party to: (a) reverse engineer, decompile, or attempt to derive source code from the Services, except as applicable law requires; (b) resell, sublicense, or make the Services available to a third party except as a subscribed Service expressly permits; (c) build or attempt to replicate the Services or use them to develop a competing offering; (d) scrape, frame, mirror, or “hot link” Syndic8-hosted assets except through functionality Syndic8 provides; (e) use security-testing tools to probe or penetrate the Services, or introduce malicious code; (f) disclose benchmark or performance-test results without Syndic8’s consent; or (g) use the Services to access, probe, attack, circumvent the security of, or violate the terms of any third-party system, marketplace, or service (for example, Amazon, Walmart, or TikTok).

5.4 Third-Party Services and Marketplace Flow-Downs

The Services may interoperate with third-party systems, marketplaces, and services Customer elects to use (“Third-Party Services”). Customer is responsible for its agreements with, and compliance with the terms of, any Third-Party Service, including any required acknowledgment that Syndic8 is not affiliated with, or acting on behalf of, the marketplace. Syndic8 does not guarantee the availability of, or connectivity to, any Third-Party Service and is not responsible for its acts or changes.

5.5 Connectivity

Customer is responsible for the network access, hardware, software, and credentials (including file-transfer, API, EDI, and feed connections) needed to use the Services. Syndic8 does not warrant uninterrupted connectivity between the Services and Customer’s or any third party’s systems.

6. Professional Services

6.1 Engagement

Professional Services are provided only as expressly described in an Order Form or in a Statement of Work (SOW) that references this Agreement; Syndic8 has no obligation to provide any services not so described, which are outside the scope of Customer’s subscription. Each such Order Form and SOW is governed by this Agreement (subject to the order-of-precedence provision), and fees for Professional Services are as stated in the applicable Order Form or SOW.

6.2 Change Orders

Any change to a SOW’s scope, fees, or schedule is effective only when documented in a written change order signed by both Parties.

6.3 Cooperation

Customer will provide the personnel, access, data, and decisions reasonably required for Syndic8 to perform. Syndic8’s estimates and dates assume Customer’s timely cooperation.

7. Fees, Metering and Payment

7.1 Fees

Customer will pay the fees stated in each Order Form and SOW. Fees are non-cancelable and amounts paid are non-refundable except as expressly provided. Fees are billed in advance on the cadence stated on the Order Form — annual, quarterly, or monthly. Pricing assumes an annual Subscription Term billed annually in advance; a shorter Subscription Term or a more frequent billing cadence (for example, monthly or quarterly) may change the underlying pricing.

7.2 Billing Metrics

Fees may be based on any combination of Billing Metrics specified on the Order Form, which may include: number of Brand Stores; number of Seller Users; number of Active Wholesale Buyers or Registered Wholesale Buyers; number of products or SKUs; API Requests; Feed Syncs; AI Tokens or AI operations; MCP calls or sessions; Order Volume; and any other unit stated on the Order Form. Syndic8 measures Billing Metrics using its systems.

7.3 Transaction Fee (If Applicable)

If, and only if, an Order Form so specifies, Customer will pay a transaction fee equal to the stated percentage of Order Volume. The transaction fee is a usage-based subscription charge, not a payment-processing or merchant fee (see Section 10).

7.4 AI, MCP and Usage Charges

Fees for AI Features, MCP access, and other usage-based capabilities are set on the Order Form and governed by Section 3.

7.5 Invoicing; Deemed Acceptance

Syndic8 invoices subscription fees in advance on the cadence stated on the Order Form (annual, quarterly, or monthly; annual in advance if the Order Form is silent), and usage and overage charges monthly in arrears. If Customer does not dispute an invoice in good faith and in writing within thirty (30) days of its date, the invoice is deemed accepted and the amounts due and payable; the Parties will work in good faith to resolve disputed amounts, and Customer will pay all undisputed amounts.

7.6 Payment; Late Amounts

Customer will pay undisputed invoices within thirty (30) days of the invoice date in U.S. Dollars, without setoff. Overdue undisputed amounts accrue interest at the lesser of 1.5% per month or the maximum lawful rate, and Customer will reimburse reasonable collection costs.

7.7 Renewal Price Changes

Syndic8 may change fees effective upon renewal by giving Customer notice at least ninety (90) days before the end of the then-current Subscription Term (that is, at least thirty (30) days before the deadline for Customer to give notice of non-renewal), so that Customer has a reasonable opportunity to elect non-renewal in response to the change.

7.8 Taxes

Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, and similar taxes on the fees (other than taxes on Syndic8’s net income), and Syndic8 may add such taxes to its invoices and collect and remit them. Separately, Syndic8 does not determine, calculate, collect, or remit any taxes, duties, or tariffs arising from Customer’s own sales to its customers (including Wholesale Buyers); the Service does not perform tax determination on those transactions, and Customer is solely responsible for them.

8. Proprietary Rights and Data

8.1 Syndic8 Technology

As between the Parties, Syndic8 owns and retains all right, title, and interest, including all Intellectual Property Rights, in and to the Syndic8 Technology, subject only to the limited rights granted to Customer in Section 2. Syndic8 reserves all rights not expressly granted.

8.2 Customer Data

As between the Parties, Customer owns and retains all right, title, and interest in and to Customer Data. Customer grants Syndic8 a non-exclusive, worldwide license to host, copy, process, transmit, and display Customer Data, and to provide it to subprocessors, solely to provide, secure, support, and improve the Services and as otherwise permitted by this Agreement.

8.3 Service Analyses

Syndic8 may compile and use Service Analyses to operate, secure, improve, and develop its products and services and for statistical and research purposes, provided that Service Analyses do not identify Customer, any Authorized User, or any individual. Syndic8 owns all Service Analyses.

8.4 Deliverables

Unless a SOW expressly provides otherwise, Syndic8 retains ownership of all software, tools, methods, and know-how it uses or develops in performing Professional Services (including pre-existing and independently developed materials and general-purpose improvements). Syndic8 grants Customer a non-exclusive, perpetual, royalty-free license to use, for its internal business purposes, any deliverable Syndic8 specifically creates for Customer under a SOW.

8.5 Feedback

Syndic8 may use, without restriction or obligation, any suggestions or feedback Customer provides.

9. Confidentiality

9.1 Definition

“Confidential Information” means non-public information disclosed by one Party (“Discloser”) to the other (“Recipient”) that is marked or reasonably understood to be confidential, including the Syndic8 Technology, Customer Data, security information, and the terms and pricing of each Order Form and SOW. Customer Data is Customer’s Confidential Information.

9.2 Obligations

Recipient will (a) use Confidential Information only to exercise its rights and perform its obligations under this Agreement, (b) protect it with at least the care it uses for its own confidential information of like kind (and no less than reasonable care), and (c) limit access to personnel, Affiliates, and advisors who need it and are bound by confidentiality obligations at least as protective. Notwithstanding the foregoing, Syndic8 may identify Customer and use Customer’s name and logo as permitted in Section 15.

9.3 Exceptions

Confidential Information excludes information that is or becomes public without Recipient’s fault, was rightfully known before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the Confidential Information.

9.4 Compelled Disclosure

Recipient may disclose Confidential Information if required by law, provided it gives reasonable advance notice where lawful and cooperates in seeking protective treatment.

9.5 Duration

These obligations continue during the term and for three (3) years afterward, except that trade secrets remain protected for as long as they qualify as such under applicable law.

10. Warranties and Disclaimers

10.1 Mutual

Each Party warrants that it has the authority to enter into this Agreement.

10.2 Service Warranty

Syndic8 warrants that, during the Subscription Term, (a) the Subscription Services will perform materially in accordance with the Documentation; (b) Syndic8 will not materially decrease the overall functionality or security of the Subscription Services; (c) Professional Services will be performed in a professional and workmanlike manner; and (d) Syndic8 will use commercially reasonable measures, consistent with current industry anti-malware practices, so that the Subscription Services do not introduce viruses or other malicious code into Customer’s systems. For breach of (a), (b), or (d), Syndic8 will use commercially reasonable efforts to correct the non-conformity; for breach of (c), Syndic8 will re-perform the affected services. If Syndic8 cannot reasonably correct a non-conformity under (a) or (b), either Party may terminate the affected Service and Syndic8 will refund prepaid, unused fees for the terminated Service. This Section states Customer’s sole and exclusive remedy for breach of warranty.

10.3 Service Levels

Support and service-level commitments are set out in Schedule 4. Syndic8 uses commercially reasonable efforts to keep the Services available but does not warrant any specific uptime or availability percentage, and Schedule 4 does not provide service credits, refunds, or other monetary remedies for unavailability.

10.4 Scope of the Services

The Services are workflow and order-management tools and are not a system of record for accounting, tax, payments, or fulfillment. Except as expressly stated in a Schedule, the Services do not calculate taxes or duties, do not process payments or hold or settle funds, do not calculate shipping costs, and are not a substitute for Customer’s ERP, order-management, payment, or fulfillment systems.

10.5 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICES AND ALL DELIVERABLES ARE PROVIDED “AS IS,” AND SYNDIC8 DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR WILL ACHIEVE ANY PARTICULAR RESULT, AND ANY WARRANTY THAT AI OUTPUT IS ACCURATE OR DOES NOT INFRINGE THIRD-PARTY RIGHTS.

11. Indemnification

11.1 By Syndic8

Syndic8 will defend Customer against any third-party claim alleging that the Subscription Services, as provided by Syndic8 and used in accordance with this Agreement, infringe that third party’s Intellectual Property Rights, and will indemnify Customer for amounts finally awarded or agreed in settlement. Syndic8 has no obligation for claims arising from (a) Customer Data or AI Input, (b) use of the Services with items not provided by Syndic8 where the claim would not have arisen but for the combination, (c) modifications not made by Syndic8, (d) use after notice to discontinue, or (e) use not in accordance with this Agreement or the Documentation.

11.2 Remedy

If the Services are or may become subject to an infringement claim, Syndic8 may, at its option, procure the right for Customer to continue using them, modify or replace them to be non-infringing, or, if neither is commercially reasonable, terminate the affected Services and refund prepaid, unused fees. This Section states Syndic8’s entire liability for infringement.

11.3 By Customer

Customer will defend and indemnify Syndic8 against any third-party claim arising from (a) Customer Data or AI Input, (b) Customer’s breach of Section 5, or (c) Customer’s transactions with, or the conduct of, its Authorized Users or Wholesale Buyers.

11.4 Procedure

The indemnified Party will give prompt notice of the claim, allow the indemnifying Party to control the defense, and provide reasonable cooperation. The indemnifying Party will not settle a claim in a way that imposes liability or admission on the indemnified Party without its consent. This Section states each Party’s sole liability and exclusive remedy for the claims it covers.

12. Limitation of Liability

12.1 Exclusion of Indirect Damages

EXCEPT FOR THE EXCLUDED MATTERS BELOW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 General Cap

EXCEPT FOR THE EXCLUDED MATTERS BELOW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

12.3 Indemnification Cap

EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 WILL NOT EXCEED TWO TIMES (2×) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12.4 Excluded Matters

The exclusion in the first paragraph and the caps above do not limit: (a) Customer’s obligation to pay fees; (b) liability for death or bodily injury or damage to tangible property caused by a Party’s negligence; (c) a Party’s gross negligence or willful misconduct; or (d) a Party’s breach of its confidentiality obligations (other than relating to Customer Data, which remains subject to the General Cap).

12.5 Basis of the Bargain

These limitations reflect the allocation of risk between the Parties and apply even if a limited remedy fails of its essential purpose.

13. Term and Termination

13.1 Term

This Agreement begins on the Effective Date and continues while any Order Form remains in effect.

13.2 Subscription Term; Renewal

Each Order Form’s initial Subscription Term is stated on it. Unless the Order Form provides otherwise, each Subscription Term automatically renews for successive periods equal to the prior term unless either Party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term.

13.3 Termination for Cause

Either Party may terminate this Agreement or an affected Order Form if the other materially breaches and fails to cure within thirty (30) days after written notice. Non-payment of undisputed amounts is a material breach.

13.4 Termination for Insolvency

Either Party may terminate immediately if the other becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings not dismissed within sixty (60) days.

13.5 Effect

On expiration or termination: (a) Customer’s right to access the affected Services ends; (b) Customer will pay all amounts accrued through the effective date, and if Syndic8 terminates for cause, fees for the remainder of the then-current Subscription Term become immediately due; and (c) on Customer’s termination for cause, Syndic8 will refund prepaid, unused fees for the terminated Services.

13.6 Data Portability

For thirty (30) days after termination, Syndic8 will make Customer Data available for export in a commercially reasonable format; thereafter Syndic8 may delete it.

13.7 Survival

Sections 1, 7 (for accrued amounts), 8, 9, 10 (Disclaimer), 11, 12, this Section, 14, and 15 survive termination.

14. Governing Law, Disputes and Notices

14.1 Governing Law; Venue

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. The Parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Boston, Massachusetts (Suffolk County or the U.S. District Court for the District of Massachusetts), subject to the dispute-resolution process below. The U.N. Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

14.2 Dispute Resolution

Before filing suit (other than for injunctive relief), the Parties will escalate the dispute to senior executives who will attempt to resolve it in good faith for thirty (30) days, and thereafter will attempt non-binding mediation under the Commercial Mediation Rules of the American Arbitration Association. Either Party may seek injunctive relief to protect its Intellectual Property Rights or Confidential Information.

14.3 Jury Waiver

Each Party waives any right to a jury trial in any action arising out of or relating to this Agreement.

14.4 Notices

Legal notices must be in writing to the addresses on the Order Form (and, for Syndic8, to legal@syndic8.io) and are effective on receipt; routine operational notices may be given by email.

15. General Provisions

15.1 Order of Precedence

This Agreement, its Schedules, each Order Form, and each SOW form one agreement. If they conflict, the following order governs, highest first: (a) the applicable Order Form (for the deal it documents); (b) the applicable SOW (for the services it describes); (c) the Schedules; and (d) Sections 1–15. Any pre-printed or click-through terms in a Customer purchase order or vendor portal are of no effect.

15.2 Updates to this Agreement

Syndic8 may update this standard-form Agreement from time to time. The version in effect on an Order Form’s Effective Date governs that Order Form for its then-current Subscription Term; the then-current version applies upon each renewal. Syndic8 will not make changes that materially reduce Customer’s rights or increase its obligations during a paid Subscription Term except as required for legal or security reasons.

15.3 Assignment

Neither Party may assign this Agreement without the other’s prior written consent, except that either Party may assign it in its entirety, on notice, to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee is not a direct competitor of the other Party. Any other attempted assignment is void.

15.4 Independent Contractors; No Third-Party Beneficiaries

The Parties are independent contractors, and this Agreement creates no partnership, joint venture, agency, or employment relationship. There are no third-party beneficiaries.

15.5 Publicity

Syndic8 may identify Customer as a customer, using Customer’s name and logo, in its customer lists and marketing, and the Parties may prepare a mutually approved press release or case study; neither Party will publish a press release or case study about the other without its prior written approval.

15.6 Compliance; Export; Anti-Corruption

Each Party will comply with applicable export-control, sanctions, and anti-corruption laws and represents it is not on any government denied-party list.

15.7 Force Majeure

Neither Party is liable for delay or failure to perform (other than payment obligations) due to events beyond its reasonable control; if such an event continues more than thirty (30) days, either Party may terminate the affected Order Form on notice.

15.8 Miscellaneous

This Agreement, with its Schedules, Order Forms, and SOWs, is the entire agreement and supersedes prior or contemporaneous agreements on its subject matter. It may be amended only by a writing signed by both Parties (except as stated under “Updates to this Agreement”). A failure to enforce a right is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary and the rest remains in effect. It may be signed electronically and in counterparts.

Schedule 1 — Syndication Service Description

1. Description. The Syndication Service (“Syndication” or the “Syndication Service”) is Syndic8’s product-information management and syndication Service. It enables Customer to onboard, enrich, validate, transform, and manage product catalog data and to distribute (“syndicate”) that data to retailer, marketplace, distributor, and other partner endpoints (each a “Destination”), together with related catalog management, data-quality, mapping and transformation, scheduling, media and asset handling, and reporting functionality. Specific functionality is described in the Documentation.

2. Definitions. Capitalized terms used and not defined in this Schedule have the meanings given in the Agreement.

• “Destination” means a third-party site or system — such as a retailer, marketplace, distributor, reseller, or social-commerce site — to or from which the Syndication Service distributes or retrieves Customer’s product or related data.
• “SKU” means a distinct stock-keeping unit or product record managed in the Service.
• “Connection” and “non-API Connection” have the meanings given in Section 1 of the Agreement.

3. Entitlements and Billing Metrics. The Order Form states Customer’s entitlements, which may be metered using any of the Billing Metrics in Section 7, including the number of products or SKUs, non-API Connections (Destinations), Feed Syncs, API Requests, AI Tokens, and MCP usage.

4. Scope Limitations. In addition to the general limitations in Section 10, the Syndication Service manages and distributes product data as configured. Syndic8 does not guarantee that any Destination will accept, list, rank, publish, or continue to display Customer’s data; each Destination controls those outcomes under its own requirements, formats, taxonomies, and policies. The Syndication Service is not a system of record for Customer’s catalog, pricing, or inventory.

5. Destinations and Third-Party Requirements. Destinations are Third-Party Services under Section 5. Customer is responsible for establishing and maintaining its own relationships and accounts with, and for complying with the terms, content requirements, and category and taxonomy rules of, each Destination. Syndic8 does not control, and is not responsible for, a Destination’s acceptance, rejection, ranking, display, or removal of data, or for changes a Destination makes to its requirements, formats, or connectivity.

6. Data Feeds and Integrations. The Syndication Service exchanges data with Customer’s systems and Destinations through Feeds, as described in Section 2.7 (Data Feeds and Integrations) of the Agreement, which applies to the Syndication Service.

Schedule 2 — S8 Commerce Service Description

1. Description. The S8 Commerce Service (“S8 Commerce”) is Syndic8’s B2B order-management Service. It provides branded, customizable B2B buyer storefronts (“Brand Stores”) through which Customer’s wholesale buyers browse catalogs, view account-specific pricing, and place purchase orders (“Purchase Orders”), together with related catalog, pricing, inventory, allocation, order-management, order-history, reporting, and analytics functionality, role-based access, and (where enabled) multi-currency and multi-language support. Specific functionality is described in the Documentation.

2. Definitions.

• “Wholesale Buyer” means a business customer of Customer (and its authorized individuals) granted access to a Brand Store as an Authorized User.
• “Active Wholesale Buyer” means, for a billing period, a Wholesale Buyer organization that places at least one order, or that logs in to a Brand Store, during that period. A “Registered Wholesale Buyer” is a Wholesale Buyer account that exists in the Service, whether or not active.
• “Seller User” means an individual on Customer’s side (such as an administrator or sales representative) granted access to manage catalogs, pricing, orders, or Brand Stores.
• “Buyer Data” means Customer Data relating to Wholesale Buyers, including buyer/customer lists, buyer accounts, and order history. Buyer Data is Customer Data and, where applicable, Personal Data under the DPA.
• “Feed Sync” means an inbound or outbound data synchronization between the Service and a Customer or third-party system (for example, a product, pricing, inventory, or order feed).

3. Entitlements and Billing Metrics. The Order Form states Customer’s entitlements, which may be metered using any of the Billing Metrics in Section 7, including the number of Brand Stores, Seller Users, Active or Registered Wholesale Buyers, products/SKUs, API Requests, Feed Syncs, AI Tokens, MCP usage, and Order Volume.

4. Scope Limitations. In addition to the general limitations in Section 10, Customer acknowledges that S8 Commerce does not, at present, support split shipments or multiple tracking numbers per order. Customer is responsible for taxes, payments, shipping, fulfillment, returns, and compliance arising from its transactions with Wholesale Buyers.

5. No Party to Underlying Transaction. Syndic8 transmits and manages order information but is not a party to, and has no responsibility or liability for, the underlying purchase-and-sale transaction between Customer and any Wholesale Buyer, including product quality, pricing accuracy, order acceptance, fulfillment, payment, chargebacks, or returns.

6. Order Volume Measurement. Where the Order Form includes a transaction fee or Order-Volume-based metric, Order Volume is computed by Syndic8 from order data in the Service (gross value of submitted orders for the period, in the order currency), as further described in the Documentation. Syndic8’s measurement is presumed correct absent manifest error.

7. AI Features. S8 Commerce may include or offer AI Features (for example, an order-intelligence assistant). These are governed by Section 3 of the Agreement. AI Features that are not yet generally available are provided as Trial or Preview Services and are subject to the exclusions and disclaimers for such services in Section 2.3 (including the exclusion of warranties, indemnities, and service levels).

8. Data Feeds and Integrations. The S8 Commerce Service exchanges data with Customer’s and authorized third parties’ systems through Feeds, as described in Section 2.7 (Data Feeds and Integrations) of the Agreement, which applies to the S8 Commerce Service. Outbound Feeds for S8 Commerce may include purchase orders and order-status data sent to Customer’s or an authorized third party’s systems.

Schedule 3 — Data Processing Addendum

This Data Processing Addendum (“DPA”) forms part of the Agreement and applies where Syndic8 processes Personal Data on Customer’s behalf. If it conflicts with the rest of the Agreement on the processing of Personal Data, this DPA controls.

1. Definitions. “Controller,” “Processor,” “Data Subject,” “Processing,” and “Personal Data Breach” have the meanings in applicable Data Protection Laws. “Data Protection Laws” means all laws applicable to the processing of Personal Data under the Agreement, including the EU GDPR, the UK GDPR, the Swiss FADP, and U.S. state privacy laws including the CCPA as amended by the CPRA. “Standard Contractual Clauses” or “SCCs” means the EU Commission’s 2021 standard contractual clauses; “UK IDTA” means the UK International Data Transfer Addendum.

2. Roles and Scope. Customer is the Controller (or a Processor acting for its own controllers) and Syndic8 is the Processor (or sub-processor). Syndic8 will process Personal Data only to provide the Services and on Customer’s documented instructions (which include the Agreement and the Order Forms), and as required by law (in which case Syndic8 will, where lawful, notify Customer of the legal requirement before complying). The subject matter, duration, nature, purpose, data types, and Data Subject categories are described in Annex 1.

3. Confidentiality of Personnel. Syndic8 ensures that personnel authorized to process Personal Data are bound by confidentiality obligations and have received appropriate training.

4. Security. Syndic8 will implement and maintain the technical and organizational measures described in Annex 2 and on the Trust Center, and will not materially diminish them during the term.

5. Subprocessors. Customer authorizes Syndic8 to engage subprocessors to process Personal Data, provided Syndic8 (a) imposes data-protection obligations at least as protective as this DPA and (b) remains responsible for their performance. Syndic8 maintains its current subprocessor list at https://www.syndic8.io/legal/syndic8-subprocessors (Annex 3) and provides a mechanism to receive notice of new subprocessors at least thirty (30) days in advance. Customer may object on reasonable data-protection grounds within that period; if the Parties cannot resolve the objection, Customer may terminate the affected Service and receive a pro-rated refund of prepaid, unused fees.

6. International Transfers. Customer acknowledges that Personal Data may be accessed and processed by Syndic8 and its subprocessors and personnel in the United States, Mexico, and Europe. To the extent Personal Data subject to the EU GDPR, UK GDPR, or Swiss FADP is transferred to a country without an adequacy decision, the SCCs (Module Two where Customer is Controller and Module Three where Customer is a Processor), the UK IDTA, and Swiss-law variations apply and are incorporated by reference, with Annex 1 and Annex 2 completing their appendices. Syndic8 will conduct a transfer assessment where legally required and will handle government-access requests by disclosing only what is legally compelled and, where lawful, notifying Customer.

7. Data Subject Requests. Taking into account the nature of the processing, Syndic8 will provide reasonable assistance to enable Customer to respond to Data Subject requests, and will redirect any such request it receives to Customer.

8. Personal Data Breach. Syndic8 will notify Customer without undue delay after becoming aware of a Personal Data Breach affecting Customer Data and will provide information reasonably necessary for Customer to meet its breach-notification obligations and take reasonable remediation steps.

9. Assistance. Syndic8 will provide reasonable assistance with data-protection impact assessments and consultations with supervisory authorities, taking into account the information available to it.

10. Return or Deletion. On termination, Syndic8 will, at Customer’s election, return or delete Personal Data in accordance with the Agreement’s data-portability provision, subject to routine backup cycles and legal-retention requirements.

11. Audit. Syndic8 will make available information necessary to demonstrate compliance with this DPA, including its SOC 2 Type II report and reasonable responses to security questionnaires. If that is insufficient, Customer may, on at least thirty (30) days’ notice and no more than once every twelve (12) months (or following a Personal Data Breach), audit during business hours subject to confidentiality and without undue burden on Syndic8.

12. U.S. State Privacy Laws. To the extent the CCPA/CPRA or similar laws apply, Syndic8 acts as a “service provider” (or equivalent), processes Personal Data only to perform the Services and for no other purpose, and will not “sell” or “share” Personal Data or retain, use, or disclose it outside the direct business relationship or as otherwise prohibited.

13. Annexes. Annex 1 (Processing Details): data subjects — Customer’s Authorized Users, personnel, and customers (including Wholesale Buyers and their personnel); data types — business-contact details (name, business email, company, role), account and authentication identifiers, and order/activity data; purpose — providing the Services; duration — the Subscription Term plus the post-termination period. Annex 2 (Technical and Organizational Measures): as described on the Trust Center (encryption in transit and at rest, access controls, tenant isolation, logging, SOC 2 Type II). Annex 3 (Subprocessors): the current list maintained at https://www.syndic8.io/legal/syndic8-subprocessors.

Schedule 4 — Support and Service Levels

1. Support. Syndic8 provides support during Business Hours (9:00 a.m.–5:00 p.m. U.S. Eastern Time, Monday–Friday, excluding U.S. holidays) through Syndic8’s designated support portal (support.syndic8.io) or support@syndic8.io. A “Business Day” is any such weekday.

2. Response Targets. Syndic8 will use commercially reasonable efforts to meet the following initial-response targets, measured during Business Hours:

These are acknowledgement targets, not resolution-time guarantees. For open Sev 1 and Sev 2 issues, Syndic8 will provide status updates at reasonable intervals (targeting every 4 Business Hours for Sev 1 and every 6 Business Hours for Sev 2) until the issue is resolved or downgraded.

3. Availability and Maintenance. Syndic8 uses commercially reasonable efforts to keep the production Services available on a 24×7 basis and to perform planned maintenance during off-peak windows, giving advance notice of major planned maintenance where practicable; emergency maintenance to preserve security or integrity may occur at any time. Syndic8 does not commit to a specific uptime or availability percentage.

4. No Service Credits. This Schedule does not provide service credits, refunds, fee reductions, or other monetary remedies for unavailability or for failing to meet a response target. Customer’s remedies for a material, persistent failure of the Services to conform to the Documentation are limited to those in Section 10 (Warranties) of the Agreement.

5. Exclusions. Service-level efforts do not apply to unavailability caused by scheduled or emergency maintenance, Customer’s or a third party’s systems or acts, Third-Party Services or connectivity outside Syndic8’s control, Trial or Preview Services, or force-majeure events.