PAXON STANDARD TERMS

(Rev. 09/2026)

1. SERVICES
1.1 Services. Paxon North America, Inc. f/k/a Radial, Inc. ("Paxon") and the Company have entered into an agreement (the "Agreement"). Paxon will perform the services as described in the Agreement (the "Services").
1.2 Special Handling and Shipping Requirements. The Company shall advise Paxon in writing of any merchandise that is required to be shipped as hazardous materials ("Haz-Mat Shipments"), including the appropriate classification of such Haz-Mat Shipments through the item master or similar feed prior to arrival in Paxon's facility, is required to be shipped with special shipping/handling requirements such as fragile ("Fragile Shipments"), is subject to restrictions regarding its sale and/or distribution, is required to include any disclaimers, labeling or similar notices, and all similar information. If Company fails to do so, Company shall indemnify Paxon for any resulting fines, costs, or fees arising from or related to such shipments.
1.3 Regulated Goods. Unless contemplated in the Agreement, the Company agrees and acknowledges that it will not send to Paxon's fulfillment center, and Paxon will not be obligated to accept into, or distribute from, its fulfillment center, any merchandise that (i) is perishable or consumable, or (ii) would require Paxon's fulfillment center to be registered with the FDA (Food and Drug Administration) or Health Canada and subject to the rules and regulations promulgated by the FDA or Health Canada, any Law under which the FDA or Health Canada are authorized to promulgate rules and regulations, and/or any Law or other governmental guidance or requirement applicable to the storage, warehousing, packing and distribution of food or drug products, as the foregoing may be amended or updated from time to time. Notwithstanding anything to the contrary, Paxon shall not be liable for any requirements not expressly stated in the Agreement.
1.4 Cooperation. The Company will provide Paxon with the requested cooperation and assistance in connection with Paxon's provision of the Services. The Company shall provide Paxon with all information, materials and data reasonably required by Paxon. Additionally, to the extent that Paxon is required to coordinate, integrate, communicate or otherwise interact with a Company E-Commerce Provider or other third-party designated by the Company, the Company will cause such third party to reasonably cooperate and assist Paxon consistent with the foregoing. Paxon shall not be responsible for a default or delay in performance of its obligations to the extent such default or delay is attributable to the failure of the Company, or any such third party. Throughout the Term, the Company will continue to operate, maintain and merchandise an e-commerce business in a manner designed to provide a positive customer experience and maximize Orders.
2. TERM, DEFAULT AND TERMINATION
2.1 Term. The initial term of the Agreement will be one year from the date of outbound launch of the Services. Thereafter, the Agreement will automatically renew for successive one-year periods (each, a "Renewal Term"), provided that either Party may terminate the Agreement in its entirety for convenience after the initial year by providing the other Party with at least sixty (60) days prior written notice. The initial term and all Renewal Terms are collectively referred to as the "Term".
2.2 Termination for Monetary Default.
2.2.1 If the Company is in breach of the terms governing the payment of any fees or other amounts due hereunder to Paxon (each, a "Monetary Default"), Paxon may (i) upon five (5) Business Days prior written notice, cease performing any or all Services hereunder until Company cures the Monetary Default, and/or (ii) upon fifteen (15) days prior written notice, terminate this Agreement in the event the Monetary Default remains unpaid as of such termination effective date. Any such termination shall not be deemed to limit any other remedies available to Paxon.
2.2.2 A Monetary Default shall be deemed to be cured upon payment of any fees or other amounts due hereunder, except that where there have been three (3) or more instances of Monetary Default, in addition to paying all fees or other amounts due hereunder, in order to cure such Monetary Default, Company must also (i) issue to Paxon an Irrevocable Letter of Credit with a bank reasonably acceptable to Paxon in an amount sufficient to cover six (6) months of estimated billings that provides for Paxon to draw proceeds sufficient to cover current billings without any separate approval, or (ii) provide a cash deposit to Paxon (to be held in an imprest fund) sufficient to cover six (6) months of estimated billings and which may be drawn on by Paxon in its reasonable discretion to satisfy current billings as they come due. In no event will the Company receive the benefit of any performance related remedies based on Paxon's performance during any period of Monetary Default.
2.2.3 During any period that Paxon is in physical possession of the Company's inventory or other assets, Company acknowledges that Paxon's warehouseman's lien covers storage, transportation, insurance, labor or other charges, present or future, in relation to the products, and for expenses necessary for the preservations of the merchandise or reasonably incurred in their sale. In addition to other rights and remedies available to Paxon, following termination for Monetary Default, Paxon has the right, after reasonable notice to Company, to sell, or otherwise dispose of Company's merchandise or other assets in any manner Paxon may think fit to satisfy its lien.
2.3 Termination for Other Breach. Either Party may terminate this Agreement if the other Party commits a material breach of its obligations thereunder and fails to remedy such breach within sixty (60) days of receipt of written notice from the nonbreaching Party describing in reasonable detail the breach and stating its intention to terminate the Agreement unless such breach is cured within the sixty (60) day cure period.
2.4 Effect of Termination. Upon the expiration or termination of the Agreement for any reason, (a) Paxon's obligations to provide the Services shall automatically terminate, (b) each Party shall be responsible for payment (including any fees and expenses) of any monies due to the other Party for any period prior to the effective date of any such expiration or termination (which, with respect to fulfillment Services may entail prepayment of estimated fees for the final month and transition effort) and Paxon shall be entitled to hold all merchandise in its possession until all outstanding invoices, charges, expenses and fees due to Paxon are paid in full, (c) except as set forth in the foregoing subsection (b) of this Section, each Party in receipt, possession or control of the other Party's intellectual or proprietary property, information and materials (including any Confidential Information and IP Rights, as applicable) must return to the other Party, at the other Party's expense, (or at the other Party's written request, destroy) such property, information and materials, subject to the receiving Party's internal data retention requirements, and (d) with respect to fulfillment Services, the bills of lading (and attached packing list) shall be deemed to be the source of truth for merchandise sent by Paxon to Company or its new provider and Company agrees to release Paxon from all claims related to shrink arising due to allegations of receipt by Company or its new provider of merchandise not in line with the bills of lading (and attached packing list).
2.5 Survival. Notwithstanding any legal presumption to the contrary, the covenants, conditions, representations, indemnities, and warranties of this Agreement that by their terms are intended to survive termination, shall survive termination or expiration of this Agreement.
3. PAYMENT
3.1 Invoices. Paxon shall invoice the Company on a weekly basis for Transportation Fees (if applicable) and such invoices will be payable within fifteen (15) days from the invoice date. Paxon shall invoice the Company on a monthly basis for all other amounts and such invoices will be payable within thirty (30) days from the invoice date. All payments to Paxon pursuant to the Agreement shall be made via wire transfer or ACH of immediately available funds to an account designated in writing by Paxon.
3.2 Costs and Taxes. Except as otherwise provided in this Agreement, each Party will be responsible for all costs and expenses incurred by such Party in its performance of this Agreement. All payments for services performed hereunder are exclusive of Taxes. Any such Taxes shall be the Company's sole responsibility and the Company shall pay or reimburse Paxon for any Taxes based on the Services provided; provided that this provision shall not apply to Taxes based on Paxon's income, which shall be Paxon's sole responsibility.
3.3 Currency. All payments to Paxon will be made in the currency in which the fees and charges are established. To the extent that Paxon incurs any currency conversion costs to convert a currency into another currency at the request of the Company, the Company agrees to reimburse Paxon for any such conversion costs.
3.4 Late Payment. All invoices not paid by a Party when due shall bear interest from the due date to the date of actual payment at the rate equal to the lesser of 1½ percent per month or the maximum rate permitted by Law. In the event that a Party incurs any fees or costs (including without limitation, any reasonable attorneys' fees) in collecting outstanding balances and enforcing the payment provisions of this Agreement, the other Party shall be liable for all such fees and costs.
3.5 ECI Adjustment. Fees will be subject to a change (the "ECI Adjustment") based on an amount equal to the percentage increase in the "The Employment Cost Index (ECI) for total compensation (non seasonally adjusted) for private industry workers, service-providing industries" published by the "U.S. Department of Labor Bureau of Labor Statistics" with reference to the line item for "Trade, transportation, and utilities, Transportation and warehousing" with respect to Fulfillment Fees, between the most recent September to September twelve (12) month period for which statistics are available compared to the index quoted for the immediately prior September to September twelve (12) month period. For the sake of clarity, the rate change in January of the year immediately following the current year will be calculated by the % change between the labor index in September of the year immediately prior to the current year and September of the current year. The most recent publication of the Employment Cost Index can be found at
https://www.bls.gov/news.release/eci.t05.htm.
3.6 Treatment of Orders. The Company will be the seller of record of all merchandise and related services included in Orders. As between the Parties, the Company will be solely responsible for all Taxes imposed on sales pursuant to Orders.
4. INTELLECTUAL PROPERTY
4.1 Ownership. As between the Parties, each Party retains all right, title, and interest in and to its own IP Rights. Nothing in this Agreement shall be construed to grant either Party any rights in the other Party's IP Rights, except for the limited licenses expressly granted herein.
4.2 Paxon License. Provided that Company pays the applicable fees and complies with the terms and conditions of this Agreement, Paxon grants Company during the Term of this Agreement a non-exclusive, non-transferable, non-assignable, non-sublicensable (except as set forth herein), personal, revocable and limited worldwide license solely to (a) utilize the integration with Paxon's technology solution into Company's application in order to deliver Order Information to Paxon and receive data and Services from Paxon; and/or (b) use the Paxon web portal (if applicable) to access the Paxon Services and query data.
4.3 Company License. Company grants Paxon during the Term of this Agreement a non-exclusive, non-transferable, non-assignable, non-sublicensable (except as set forth herein), personal, revocable and limited worldwide license to use the Customer Information as reasonably necessary for Paxon to perform the Services.
5. CONFIDENTIALITY AND DATA SECURITY
5.1 “Confidential Information” means all nonpublic information provided by or on behalf of a party or its Affiliates that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Without limiting the generality of the foregoing, the terms of this Agreement and the documentation, specifications and manuals related to the Services shall be the Confidential Information of Paxon, and the Customer Information shall be the Confidential Information of Company. In addition, for purposes hereof, information regarding third party clients of Paxon will be treated as Confidential Information of Paxon. Each party will protect the Confidential Information of the other party from misappropriation and unauthorized use or disclosure, and at a minimum, will take precautions at least as great as those taken to protect its own confidential information of a similar nature. Without limiting the foregoing, and except as set forth herein, the receiving party will: (i) use such Confidential Information solely for the purposes for which it has been disclosed; and (ii) disclose such Confidential Information only to those of its employees, agents, consultants, and others who have a need to know the same for the purpose of performing this Agreement and who are informed of and agree to a duty of nondisclosure. The receiving party may also disclose Confidential Information of the disclosing party to the extent necessary to comply with applicable law or legal process or to enforce its rights hereunder. Either party will be entitled to seek preliminary and/or permanent injunctive relief from any violation or threatened violation of this Section 5 without the necessity of proving actual damages or posting any bond or other security.
5.2 Data Security. The Company, through the Company E-Commerce Providers, and Paxon will each maintain and implement commercially reasonable information and data security guidelines for maintaining security controls as it relates to Customer Information. At a minimum, such information security guidelines shall include (A) a requirement that such Party comply, in all material respects, with applicable Laws, (B) a plan to assess and manage system failures, (C) a regular assessment of data security risks, with adjustments made to the data security program to reduce such risks, and (D) notice and incident response procedures. In addition, each Party shall comply with the security requirements described in Exhibit A attached hereto. The Company will cause the Company E-Commerce Providers to comply with each of the above obligations as it relates to the security and operation of the Company’s e-commerce site(s).
6. INDEMNIFICATION
6.1 By Paxon. Paxon shall indemnify and defend Company against any claims made by a third party that Paxon failed to comply with applicable Laws in connection with Paxon's performance of the Services (except to the extent Paxon is complying with directions provided by the Company or its representatives). Company shall (i) provide Paxon prompt written notice of any claim, (ii) provide Paxon with all information and assistance requested of it with respect to any such claim, and (iii) grant Paxon sole and complete authority to defend and/or settle any and all such claims.
6.2 By Company. Company shall defend, indemnify and hold Paxon, its Affiliates, licensors and suppliers and their respective officers, directors, employees, contractors and agents harmless from any third party claims, suits, actions, demands, and proceedings brought against Paxon, and all liabilities, losses, costs, expenses, settlement amounts, and damages (inclusive of Paxon's attorneys' fees), arising out of or relating to (a) Company's use of the Service, (b) the offer, advertising, sale and/or use of any Company merchandise, including claims based upon infringement, product liability, personal injury, or property damage, or (c) Company's failure to comply with applicable Laws with respect to the offer, advertising, sale and/or use of any Company merchandise, or the collection, storage and use of Customer Information. In connection with any such claim, (i) Paxon will give Company prompt notice of such claim; provided, however, that failure to provide such notice shall not relieve Company from its liabilities or obligations hereunder; (ii) Company will have sole control over the defense and settlement of the claim; and (iii) Paxon may cooperate with Company at Company's sole cost and expense, in connection with the defense and settlement of the claim.
7. LIMITATION OF LIABILITY AND WARRANTY
7.1 EXCLUSION OF INDIRECT DAMAGES.
EXCEPT TO THE EXTENT CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR ANY LOSS OF SALES OR REVENUE; LOSS OF ACTUAL OR ANTICIPATED PROFITS; LOSS OF CONTRACTS; LOSS OF THE USE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS; LOSS OF OPPORTUNITY; LOSS OF GOODWILL; LOSS OF REPUTATION; LOSS OF, DAMAGE TO OR CORRUPTION OF DATA; COSTS OF COVER, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR COSTS (INCLUDING ATTORNEY’S FEES) RESULTING FROM ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE.
7.2 LIABILITY CAP.
NOTWITHSTANDING THE FORM (E.G., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, AND EXCEPT TO THE EXTENT CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES, EXPENSES, COSTS, LIABILITIES, SUITS, CLAIMS, RESTITUTION OR LOSSES, THAT EXCEED, IN THE AGGREGATE, THE TOTAL FEES PAID OR ACCRUED BY THE COMPANY TO PAXON (EXCLUDING TRANSPORTATION FEES (IF APPLICABLE)) IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE OF THE EVENT GIVING RISE TO THE ACTION; PROVIDED, HOWEVER, PAYMENT OBLIGATIONS FOR FEES OWED UNDER THIS AGREEMENT ARE NOT SUBJECT TO THE LIMITATION OF DAMAGES CONTAINED IN THIS SECTION.
7.3 APPLICABILITY.
THE LIMITATIONS SET FORTH IN THIS SECTION 7 (LIMITATION OF LIABILITY AND WARRANTY) (I) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (II) ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE AND, (III) SHALL APPLY REGARDLESS OF THE NATURE OF THE CLAIM OR ACTION, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE OR OTHER THEORY OF LIABILITY.
7.4 DISCLAIMER OF WARRANTIES.
EXCEPT FOR ANY EXPRESS WARRANTIES CONTAINED HEREIN, ALL SERVICES PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND PAXON MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, OR ARISING BY CUSTOM OR TRADE USAGE, AND, SPECIFICALLY, MAKES NO WARRANTY OF TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
8. NOTICES
All notices shall be in writing and sent by first class mail or overnight mail (or courier), or email (if confirmed by such mailing), to the addresses indicated on the Agreement. A copy of all notices to Paxon shall be sent to the attention of the Legal Department.
9. ASSIGNMENT
Neither party may assign this Agreement without the prior written consent of the other party; provided that such consent shall not be required for assignment to a successor by merger or to the purchaser of all or substantially all of the assets of the assigning party; provided that such assignee undertakes in writing to be bound by all the terms and conditions of this Agreement, including all obligations of the assigning Party prior to such assignment. Any prohibited assignment shall be null and void.
10. ENTIRE AGREEMENT
This Agreement is the complete and exclusive agreement between the parties, which supersedes all proposals or prior agreements, oral or written agreement, and all other communications between the parties relating to the subject matter hereof. No purchase order, other ordering document or any hand written or typewritten text which purports to modify or supplement the Agreement shall be of any effect. Except as contained in a writing signed by both parties, all such proposed variations or additions are objected to and shall have no force or effect.
11. CONFLICT
In the event of any conflict between the provisions of these Standard Terms and the provisions of the Agreement, the provisions of these Standard Terms shall prevail unless the there is an explicit reference in the Agreement showing the parties' mutual intention to override a specific term or condition of these Standard Terms.
12. AMENDMENT
No terms of this Agreement may be amended without the written consent of both parties; provided that Paxon may amend these Standard Terms from time to time by providing written notice to Company or by posting the amended terms at www.paxon.com/en-US/service-specific-terms and such amended Standard Terms will be effective and binding upon the Company as of the commencement of the next Renewal Term.
13. FORCE MAJEURE
If either Party is unable to perform any of its obligations under the Agreement due to an event beyond the reasonable control of that Party, including, without limitation, natural disaster, acts of God, actions or decrees of governmental bodies, act of war, terrorism, failure or discontinuance of the Internet, failure of communications lines or networks, electrical grid failures or power outages, interruptions of utility services, epidemics or pandemics, that Party will use commercially reasonable efforts to resume performance of its obligations but will have no liability to the other Party for failure to perform its obligations under the Agreement for so long as it is unable to do so as a result of such event. For the sake of clarity, payment obligations will not be excused pursuant to this Section.
14. GENERAL
This Agreement shall be governed by the laws of the State of New York, without giving effect to any principles that provide for the application of the law of another jurisdiction. All proceedings shall be conducted in English. Paxon may seek injunctive relief in any court of competent jurisdiction. The United Nations Convention for the International Sale of Goods is excluded in its entirety. The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement. If any provision of this Agreement is held to be unenforceable, this Agreement shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future. The parties agree to receive electronic documents and accept electronic signatures including in counterparts which shall be valid substitutes for paper-based documents and signatures, and the legal validity of a transaction will not be denied on the ground that it is not in writing.
15. DEFINITIONS
“Affiliate” means, as to any Person, any other Person that, directly or indirectly, is controlled by, is under common control with or controls such Person, but only as long as such control exists. For this purpose, control means ownership or voting rights over at least 50% of the outstanding voting or equity securities of the Person in question or the power to direct or cause the direction of management or policies of such Person, whether through voting securities, by contract or otherwise.
“Business Day” means any day which is not a Saturday, Sunday, an official federal or local holiday where Services are provided by Paxon hereunder, or December 24th.
“Company E-Commerce Providers” means each third party provider (other than Paxon) engaged by Company to provide front-end webstore, order management technologies, system integrators, hosting providers, fulfilment warehouses, customer care centers, payment processors, and other services in connection with the operation of the Company’s e-commerce site(s).
“Customer” means a Person who places (or attempts to place) an Order.
“Customer Information” means the name, mailing address, telephone number, e-mail address, and any other personally identifying information of a Customer provided by or obtained in connection with the performance of the Services.
“Fiscal Year” means Paxon’s fiscal year, which ends on the Saturday closest to December 31 in any given year. For example, if December 28th is the Saturday closest to December 31st, the following Fiscal Year would begin on December 29th. “Fiscal Month” and “Fiscal Week” mean each fiscal month or week (as applicable) in the applicable Fiscal Year.
“IP Rights” means: (a) any and all now known or hereafter known tangible and intangible (i) rights associated with works of authorship throughout the universe, including but not limited to copyrights, moral rights, and mask-works, (ii) trademark, trade dress and trade name rights and similar rights, (iii) trade secret rights, (iv) patents, designs, algorithms and other industrial property rights, and (v) other intellectual and industrial property rights of every kind and nature throughout the universe, however designated, whether arising by operation of law, contract, license, or otherwise; and (b) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force regarding any of the foregoing.
“Law” means the then effective laws, rules, regulations, orders, and binding legal interpretations.
“Order” means an online order for the Company’s merchandise or services.
“Order Information” means the items included in the Order, shipping information, recipient information, and other Order data reasonably requested by Paxon.
“Person” means, whether or not capitalized, any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, or other entity or governmental body.
“Taxes” means federal, state, provincial, local, value added, goods and services, sales and use and foreign taxes, duties, tariffs, levies and other similar charges.

EXHIBIT A
DATA SECURITY
Security Requirements
The Company, the Company E-Commerce Providers, and Paxon shall protect all Customer Information obtained under the terms of this Agreement from unauthorized access, destruction, use, modification, or disclosure by means of reasonable and appropriate administrative, physical and logical safeguards. Security practices shall include:
• Data Transfer. Each Party shall use applications and systems to collect, store, process or otherwise handle Customer Information that are designed in accordance with applicable industry accepted security standards.
• Encryption. Each Party shall use open encryption methodologies to protect Customer Information any time infrastructure components need to transfer Customer Information over public networks (including internet-based replication of data from one environment to another).
• Storage. Each Party shall retain all Customer Information in a physically and logically secure environment that is designed to protect it from unauthorized access, modification, theft, misuse and destruction.
• Antivirus. Each Party shall utilize antivirus programs that are capable of detecting, removing, and protecting against all known types of malicious or unauthorized software with frequent antivirus signature updates.
• Vulnerability Management. With regards to the handling of Customer Information, each Party shall establish and maintain mechanisms for vulnerability and patch management that are designed to evaluate application, system, and network device vulnerabilities and apply supplier-supplied security patches in a timely manner taking a risk-based approach for prioritizing critical patches.
• Penetration Tests and Vulnerability Scans. Each Party shall conduct regular application penetration tests and network vulnerability scans of its hosted environment and remediate in accordance with company information security policy and/or industry best practices.
• Security Monitoring. Each Party shall maintain mechanisms to monitor and quantify the types, volumes, and costs of information security incidents with potential to affect the privacy and security of Customer Information.
• Physical Security. Where either Party is storing, processing or transferring Customer Information, such Customer Information shall be housed in secure areas, physically protected from unauthorized access, with appropriate environmental and perimeter controls. The facilities shall be physically protected from unauthorized access, damage, theft and interference. The protection provided should be commensurate with the identified risks.
• Compliance. Each Party shall make available, upon the other Party's reasonable request, appropriate personnel for the other Party to discuss and review its compliance with the terms and conditions of this Agreement that relate to data security and privacy. Each Party shall work with the other Party in good faith to address and resolve any reasonable concerns regarding its compliance with such obligations.
• Compliance with Law: Each Party agrees to use all Customer Information in accordance with applicable Law.

Paxon Data Processing Addendum
A. This Data Processing Addendum (the “Addendum”) shall be part of the Agreement between Paxon and the Company.
B. The Parties are entering into this Addendum in order to comply with their respective obligations under applicable data protection laws, including the EU General Data Protection Regulation (the “GDPR”), the California Consumer Privacy Act (the “CCPA”), the Canada Personal Information Protection and Electronic Documents Act (“PIPEDA”), and the Quebec Law 25 (the “Quebec Privacy Law”), and any other applicable data protection, data privacy and data security laws governing the processing of Personal Data that may be effective on or after the date of this Addendum (“Data Protection Laws”).
1. This Addendum shall govern all processing of Personal Data by Paxon to the extent Paxon is acting as a processor or service provider and the Company as the data controller or business as those or similar terms are used in applicable Data Protection Laws with respect to the “Personal Data” or “Personal Information” provided to it by the Company in the course of it providing the services under this Agreement (“Personal Data”). This Addendum sets out the data processing obligations of Paxon to the Company.
2. Paxon shall be entitled to process Personal Data of “Data Subjects” or “Consumers” (“Data Subjects”) in connection with shipping, fulfilment and other services as provided in this Agreement. Such Personal Data may include name, email address, physical address, and phone number for the recipients and/or purchasers of goods.
3. Paxon shall be entitled, with the Company’s general authorization, to use the sub-processors appointed as of the date of this Addendum and shall be permitted to replace any of them or engage new sub-processors to process any Personal Data. For any new sub-processors, Paxon shall notify the Company of such new appointments, thereby giving the Company the right to object. If no objection is received within five Business Days of the notification, the Company is deemed to have consented specifically to the appointment. Paxon shall at all times remain liable for the acts and omissions of the sub-processors with respect to the processing of the Personal Data.
4. Paxon shall (and shall ensure that its sub-processors shall) with respect to any Personal Data processed in connection with this Agreement comply with Data Protection Laws as applicable to data processors, and Paxon shall further:
a. process the Personal Data only on instructions of the Company and in accordance with the terms of this Addendum and this Agreement;
b. keep the Personal Data confidential;
c. taking into account the state of the art, costs of implementation and the nature, scope, context and purposes of processing, Paxon shall implement appropriate technical and organizational measures necessary to ensure a level of security appropriate to the risks of processing;
d. not use, retain or disclose the Personal Data obtained as a result of this Agreement other than for the purposes of providing the Services in this Agreement (except where permitted by the Data Protection Laws);
e. not sell Personal Data to any other business or third party for monetary or other valuable consideration;
f. notify the Company without undue delay on becoming aware of a personal data breach as defined under applicable Data Protection Laws and a description of such breach, including the type and quantity of data involved in such breach (to the extent known at such time);
g. taking into account the nature of the processing, implement appropriate technical and organizational measures, so far as possible and at the Company’s cost, to provide reasonable assistance with requests of the Company to fulfil its obligations to respond to rights requests from Data Subjects and with requests of the Company to comply with its obligations to keep the Personal Data secure, the notification and/or communication of a Personal Data breach, implementing data protection impact assessment, and, upon reasonable prior written notice from the Company and using commercially reasonable efforts, cooperating with the Company conducting privacy impact assessments required by Data Protection Laws;
h. promptly notify Company of any rights request received from a Data Subject; and
i. allow the Company, and at the Company’s costs, the right to audit its processing operations, systems and/or facilities where reasonably required by the Company to assess Paxon’s compliance with this Addendum and upon the agreed appointment of an auditor (at the Company’s costs) or, at the Company’s option, co-operate with reasonable requests of the Company for information to demonstrate Paxon’s compliance with this Addendum.
5. Following the termination of this Agreement, Paxon shall delete, de-identify or anonymize all copies of the Personal Data in Paxon’s possession or control, and to the extent the Company elects anonymization, such anonymization shall be carried out in accordance with generally accepted best practices and the criteria and standards prescribed under applicable Data Protection Laws, subject to applicable legal obligations of Paxon to retain any such documents containing Personal Data and Paxon data retention policies.
6. Company acknowledges that Paxon will process Personal Data in the United States. Prior to any transfer of Personal Data outside the province of Quebec, Paxon shall cooperate with the Company conducting a privacy impact assessment as required under the Quebec Privacy Law. Paxon may further transfer Personal Data outside the European Economic Area or United Kingdom without the prior written consent of the Company where a permitted derogation or safeguard under the GDPR applies, such as execution of a Standard Contractual Clause agreement (defined below) with such Transferee.
7. To the extent required by GDPR, the parties hereby incorporate into this Addendum and agree to be bound by the applicable “Standard Contractual Clauses” adopted by the European Commission for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, and also a substantially similar version of the Standard Contractual Clauses implemented by the United Kingdom. In the event the Standard Contractual Clauses are amended, such amended version shall automatically be incorporated into the Addendum, following any allowed implementation grace period.
8. Paxon’s obligations under this Addendum shall survive the termination of this Agreement and the completion of all services subject thereto so long as and to the extent Paxon is processing such Personal Data.
9. To the extent any Data Protection Laws uses different terms to describe Personal Data, Data Subjects, Process or other terms, such terms herein shall be amended or modified as necessary to give effect to such Data Protection Laws, assuming the substitution of defined terms and all necessary changes being made and differences taken into consideration.