AXIS Electronic Data Exchange Agreement
This Addendum (“Addendum”) is made this day of , 2019, by and between RTG HOLDINGS GROUP, LLC (“RTG”) or (“CUSTOMER”).
WHEREAS, CUSTOMER desires to subscribe to the Electronic Data Exchange Services (EDS) which includes AutoOrder, RetailBI<sup>TM</sup> Cloud Reporting or RetailBI<sup>TM</sup> Industry Analytics to enhance its business operations; and
WHEREAS, RTG has secured contractual rights for AXIS customers to submit auto-generated purchase orders to a number of Gearfire suppliers who have agreed to fulfill such orders; and
WHEREAS, RTG desires to provide access to the EDS features to CUSTOMER;
WHEREAS, CUSTOMER desires to share transaction and inventory data for use in consolidated reporting of non-confidential information (e.g,. generalized sales trends by product category over time).
NOW, THEREFORE, the parties agree that the existing Agreement is amended by adding the following provisions to the Agreement.
AutoOrder – To enable the Auto Order feature (“Auto Order”), Customer will contact RTG to enroll in the program. Customer must provide RTG its account login information which will be shared with Gearfire to connect inventory feeds. Once enabled, Auto Order will utilize the minimum and maximum inventory quantities set by Customer in AXIS to place purchase orders with Gearfire suppliers. Customer will be provided access to an Auto Order admin webpage from which it set its preferred order of suppliers from whom it desires to purchase. Once Customer’s inventory of any product drops below the set minimum inventory level Auto Order will issue a purchase order to Customer’s preferred supplier.
The purchase order quantity will be the difference between the maximum inventory level set by Customer and the quantity identified as in inventory within Customer’s AXIS system. If Customer’s primary preferred supplier does not have the product in stock, the purchase order will be submitted to the next supplier in the order of preference selected by Customer. Should Customer’s primary preferred supplier be short on the quantity required to fulfill Customer’s total order, Auto Order will issue a purchase order of the product for the quantity the preferred supplier has in stock and the remainder of the order shall be submitted on a purchase order to Customer’s next preferred provider, and so on until Customer’s total order is fulfilled to raise their inventory level to their set maximum (differences in pricing between suppliers may apply).
Auto Order is limited to items Gearfire suppliers have agreed to supply under the program. The list of products available via Auto Order may change at any time according to the discretion of the participating suppliers.
RetailBI<sup>TM</sup> Cloud Reporting or RetailBI<sup>TM</sup> Industry Analytics- To enable RetailBI<sup>TM</sup> functionality Customer has agreed to submit sales and inventory data via a file submission or electronically via API to AXIS data warehouse. Customer may access this data through an AXIS-provided login to its cloud portal for individual single and multi-store reporting. Customer, and other members of the industry may access aggregated, non-confidential information (e.g., national sales trends across several hundred or several thousand retailers) for purposes of understanding industry economics.
Customer will maintain its order information within AXIS through setting its minimum and maximum thresholds. Payment will be made directly to the applicable supplier according to the terms and conditions of the supplier at the supplier’s then-current list price plus any applicable taxes and fees. Customer acknowledges that the terms and conditions of the supplier control each purchase and neither RTG or Gearfire are involved in the purchase and payment process other than to facilitate the submission of a purchase order via Auto Order. RTG is not responsible for any shipments withheld by suppliers. Gearfire suppliers may, but are not obligated to, contact Customer by mail, phone, or email when payment could not be completed and shipment is withheld.
Delivery times vary with each supplier. RTG is not responsible for ensuring delivery by supplier nor routing purchase orders to ensure faster delivery. Customer is encouraged to review the terms and conditions when selecting their order of preferred suppliers and taking delivery terms into account when setting minimum and maximum thresholds. RTG is not responsible for cancellations of purchase orders by suppliers, delays in purchase order processing times (including the time between when Auto Order is triggered until the purchase order is received by a supplier), shipment delays, or goods lost in transit.
All returns and credit requests are subject to the terms and conditions of the supplier from whom the goods were received. RTG is not responsible for handling, facilitating, mediating, or ensuring Gearfire suppliers accept returns or issue credits to Customer.
Customer explicitly agrees that RTG offers Auto Order as a convenience to AXIS customers to enhance business efficiencies and is not a party to any agreement, purchase order, or sales order between Customer and Gearfire suppliers. Customer recognizes RTG is not responsible for the action or inaction of Gearfire suppliers and is not required to assist in any disputes between Customer and suppliers.
In signing this agreement Customer hereby explicitly authorizes RTG, its affiliates and subcontractors, as of the date hereof, to access, pull data from, make a copy of, review and aggregate information (including, but not limited to, quantity, product codes, and pricing) passing through the API in order to test, make changes, and apply corrections to Customer’s database and the API. RTG may additionally use such information when aggregated wth other sources of similar information, without reference to the source of information, for purposes of market analysis and may sell and distribute the information whether modified (e.g., forecast models), or in the original (e.g., product sales volume). Customer represents and warrants that it has the authority and permission from any necessary third party to authorize RTG to conduct the Auto Order Support Actions and data necessary therefor has been properly backed-up and will be restorable.
EDS remains in effect until the earlier of: it is cancelled by Customer; Customer discontinues use of the AXIS software; or RTG terminates Customer’s access to Auto Order. Customer may cancel at any time by contacting RTG. Cancellations become effective immediately unless such cancellation is made less than twenty-four (24) hours before the product shipment date or after a supplier has processed a payment prior to shipment in which case the cancellation will be processed the next day. RTG may terminate Customer’s access to Auto Order if Customer has defaulted on payment of their AXIS support fees or otherwise is in material breach the Agreement, such breach not being cured as set forth in the Agreement.
The parties have executed this Addendum as of the date hereof.
RTG HOLDINGS GROUP, LLC
Name: Travis Glover
Title: Executive Director, RTG
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Signed by Travis Glover
Signed On: September 23, 2019
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Document Name: AXIS Electronic Data Exchange Agreement
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