This Retailer Network Agreement (this “Agreement”), effective immediately as of the date of its execution and submission (the “Effective Date”), is entered into by and between 3x3 INSIGHTS LLC, a Delaware limited liability company with offices located at 712 5th Avenue, 14th Floor, New York, New York 10019 (“3x3 Insights”), and the legal entity identified below in the field labeled Retailer Legal Entity Name (“Retailer”). 3x3 Insights and Retailer may be referred to herein together as the “Parties” or individually as a “Party.”

WHEREAS, 3x3 Insights has developed proprietary hardware or uses custom software connections to facilitate the capture of data from retail point-of-sale (“POS”) systems via a proprietary hardware and/or software connector (individually or collectively, the “System”);

WHEREAS, 3x3 Insights wishes to use the System to collect from Retailer’s POS system line item transaction information concerning Retailer’s product sales, store attributes and other operational data, including but not limited to UPC codes, product descriptions, price (including product price, sales tax amount, and total order amount), and cashier and checkout lane information (the “Retailer Data”);

WHEREAS, 3x3 Insights has developed a proprietary portal in conjunction with the System with the capability of processing and analyzing Retailer Data, to which the Retailer will be afforded access pursuant to a license agreement;

WHEREAS, 3x3 Insights wishes to anonymize and aggregate Retailer Data with similar data collected from other retailers and third parties (collectively, the “Aggregated Data”), for the purposes set forth herein; and

WHEREAS; Retailer wishes to permit 3x3 Insights to collect, utilize, and manipulate Retailer Data, subject to the conditions and restrictions of this Agreement, in the preparation and sale of analytics regarding the Aggregated Data to third-party entities.

NOW, THEREFORE, in consideration of the terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Permissions & License.

(a) License Grant. Retailer hereby grants 3x3 Insights (i) a non-exclusive, royalty-free, transferable, irrevocable, sublicensable (through multiple tiers of sublicensees), worldwide license during the Term (as defined herein) to collect, compile, aggregate, analyze, interface with, manipulate, augment, create derivative works from, and use Retailer Data collected through the System (the “Term System License”); and (ii) a non-exclusive, royalty-free, transferable, irrevocable, sublicensable (through multiple tiers of sublicensees, subject to the same conditions and limitations), perpetual and worldwide license to Retailer Data collected prior to the termination of this Agreement and Retailer’s disconnection from the System, including without limitation, the right to use, engage with, compile, and manipulate the previously collected Retailer Data (the “Perpetual Data License”), and to copy, reproduce, sell, prepare derivative works from and display such Retailer Data only in an anonymized form, except where Retailer has expressly consented to any sale, distribution, or disclosure of non-anonymized proprietary data (collectively, the “Permitted Use”).

(b) Use Restrictions and Permissions. 3x3 Insights shall collect Retailer Data through the System in the form and with such frequency as is made possible through the System, at all of Retailer’s locations where the System is installed, and shall thereafter be permitted to use Retailer Data for the Permitted Use. 3x3 Insights may combine Retailer Data with and into the Aggregated Data, in an anonymized form, in order to prepare written analysis and/or visualizations depicting and/or interpreting the Aggregated Data. 3x3 Insights shall not sell, disclose, release, distribute or deliver Retailer Data to any third party that would directly disclose Retailer as the source of Retailer Data or directly associate Retailer with Retailer Data, except with Retailer’s express consent. 3x3 Insights shall employ commercially reasonable methods and practices in preparing the Aggregated Data to ensure that Retailer’s identity and store performance data are not identifiable from the Aggregated Data. Subject to the foregoing, 3x3 Insights may create written analysis and visualization of such Aggregated Data that include Retailer Data and may, at its sole discretion and without the consent of Retailer, disclose, release, deliver or sell its analyses, visualizations and reports thereon to any third party in 3x3 Insight’s discretion.

2. Fees, Costs and Taxes. Except as may be agreed to between the Parties in writing, neither Party shall pay the other Party a monetary fee for any license, right, obligation, or term provided for herein. 3x3 Insights shall be solely responsible for any and all of its costs associated with the installation, maintenance, upkeep, upgrading, and removal of the System and its storage and security of its collected and stored Retailer Data. Retailer shall be solely responsible for any cost it incurs to maintain, upgrade or remove its POS system, independent of the System. Neither Party shall be responsible for payment of any tax obligation of the other Party.

3. Confidential Information and Data Security.

(a) Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media (collectively, “Confidential Information”). For purposes of this Agreement, Retailer Data and Aggregated Data that does not expressly identify Retailer as the source of such Retailer Data will not be deemed Confidential Information of Retailer. Confidential Information of 3x3 Insights shall also include all software, engineering, know-how, processes, trade secrets and proprietary information comprising and/or relating to the System. Confidential Information does not include information that, at the time of disclosure, is: (i) in the public domain; (ii) already known to the receiving Party at the time of disclosure; (iii) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (iv) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know such Confidential Information.

(b) Data Security. 3x3 Insights shall use commercially reasonable measures and security procedures to safeguard Retailer Data collected from Retailer and stored or maintained by 3x3 Insights to protect Retailer Data from unauthorized access. Each Party hereby represents and warrants to the other Party that it has, and shall maintain during the Term hereof, adequate safeguards and security measures to protect its data, software, hardware and computer systems from unauthorized access, in accordance with industry standards. 3x3 Insights shall bear no liability or responsibility to Retailer for any breach of security or unauthorized access to or interference with Retailer Data or computer or other electronic systems by any third party for any reason whatsoever.

4. Limitations of Liability for Business Interruption of Retailer.

(a) Retailer acknowledges that the installation of the System and future maintenance and upgrades thereto may necessitate an interruption of Retailer’s business. Further, Retailer acknowledges that the hardware components of the System and its connections to Retailer’s POS system(s) may at any point cease to operate or may malfunction, which failure to operate or malfunction(s) may have an adverse effect on Retailer’s business. 3x3 Insights shall use commercially reasonable efforts to avoid the System’s interfering with the normal operations of the Retailer’s business, the Retailer’s POS, and Retailer’s other systems. In the event 3x3 Insights’ System causes an interruption to Retailer’s hardware or software, 3x3 Insights shall provide prompt assistance to Retailer to remedy such interruption.

(b) Disclaimer of Warranties. THE SYSTEM IS PROVIDED “AS IS” AND 3x3 INSIGHTS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. 3x3 INSIGHTS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.

(c) Limitations of Liability. IN NO EVENT WILL 3x3 INSIGHTS BE LIABLE IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA OR BREACH OF DATA, RETAILER’S COMPUTER SYSTEMS OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES. IN NO EVENT WILL 3x3 INSIGHTS’ AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, EXCEED ONE THOUSAND DOLLARS ($1,000) PER LOCATION.

5. Maintenance and Upkeep of System.

(a) Maintenance Expectations. 3x3 Insights’ sole responsibility with respect to maintenance and upkeep of the System shall be to monitor the operation and activity of the hardware and software components thereof at its sole discretion and as it deems necessary. 3x3 Insights shall have no obligation or responsibility to provide on-site or off-site maintenance, inspection, or support services to Retailer.

(b) Right of Access. For purposes of initial installation and at mutually agreeable times thereafter following delivery of twenty-four (24) hours’ prior written notice to Retailer, Retailer shall afford 3x3 Insights and its authorized representatives a reasonable right of access to Retailer’s POS system(s), in order to allow for reasonable and timely repairs and/or installation of any upgrades that may be reasonably necessary.

6. Term and Termination.

(a) Term and Termination. The term of this Agreement (the “Term”) begins on the Effective Date and will continue in effect until terminated by either Party at any time, with or without cause, following five (5) days’ written notice to the other Party. Notwithstanding the foregoing, in the event the System malfunctions or disrupts Retailer’s business during the Term, Retailer may terminate this Agreement immediately upon written notice to 3x3 Insights.

(b) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, the Perpetual Data License set forth in Section 1 hereof shall continue unaffected in perpetuity, but the Term System License will terminate. Sections 3, 4, and 7 hereof shall survive termination. Upon termination of this Agreement, 3x3 Insights shall remove at its cost any and all hardware and software components of the System from Retailer’s property, and 3x3 shall cease to collect any further Retailer Data from Retailer.

7. Intellectual Property. All intellectual property belonging exclusively to each Party as of the execution of this Agreement, including but not limited to trademark, copyright, trade secret, and patent rights, whether registered or unregistered and whether registrable or unregistrable, as well as any derivative works, inventions or improvements made thereto or derived therefrom during or following the Term (collectively, the “Intellectual Property” of each Party), shall remain at all times during and following the Term of this Agreement the exclusive property of such respective Party. The Parties agree that 3x3 Insights shall have the exclusive right to and in the analyses, visualizations, reports, and analytics created from Retailer Data, including without limitation, Aggregated Data.

8. Miscellaneous.

(a) Notices; Amendment and Modification. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and, with regard to 3x3 Insights, addressed to the address set forth at the outset of this Agreement and, with regard to Retailer, addressed to the address provided by Retailer to 3x3 Insights through its online account management system. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.

(b) Severability; Incorporation by Reference. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement. This Agreement incorporates by reference and shall be deemed to include the representations and agreements made by Retailer through 3x3 Insights’ three-step online sign-up website and process.

(c) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice or conflict of law provision. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the license(s) granted hereunder may be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the city of New York, NY, and each Party irrevocably submits to the exclusive jurisdiction of such courts.

(d) Assignment. Retailer may not assign or transfer any of its rights or delegate any of its obligations hereunder without the prior written consent of 3x3 Insights. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.