ArrowStream

Protective of the disclosing party’s Confidential Information as this Agreement. Each party shall be responsible for any breach of confidentiality by its employees and contractors.Required Disclosure. Nothing herein shall prevent a receiving party from disclosing any Confidential Information as necessary pursuant to any applicable court order, law, rule or regulation; provided that prior to any such disclosure, the receiving party shall use reasonable efforts to (a) promptly notify the disclosing party (to the extent legally permitted) in writing of such requirement to disclose and (b) cooperate with the disclosing party in protecting against or minimizing any such disclosure or obtaining a protective order.Remedies. Each party agrees that, in the event of any breach or threatened breach of this Section 6, the non-breaching party will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, the non-breaching party shall be entitled to seek injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of posting any bond.INTELLECTUAL PROPERTYProprietary Rights. The Subscription Service, ArrowStream Platform and all Content therein (excluding Subscriber Content), such Content is referred to herein as “ArrowStream Content”) are owned by ArrowStream and third parties and are protected by the United States Copyright Act of 1976, as amended, and the copyright laws of other countries. Certain materials are used by permission of their respective owners. Subject to the limited rights and licenses expressly granted hereunder, ArrowStream (and its licensors) shall retain all rights, title and interest (including all intellectual property and proprietary rights) in and to the, all ArrowStream Content, all ArrowStream trademarks, names, logos, all copies, modifications and derivative works thereof, and all rights to patent, copyright, trade secret and other proprietary or intellectual property rights therein. “ArrowStream” is a trademark owned by ArrowStream. Other trademarks are used with the permission of their respective owners. Subscriber agrees not to use or display trademarks without the prior written consent of ArrowStream or the owner of such mark. ArrowStream Content may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way without the prior written permission of ArrowStream. Modification or use of the ArrowStream Content for any other purpose is a violation of the rights of ArrowStream, or third parties.Subscriber Content. Subject to the rights and licenses expressly granted hereunder, Subscriber shall retain all rights, title and interest (including all intellectual property and proprietary rights) in and to the Subscriber Content.Feedback. All Subscriber suggestions for correction, change or modification to the Subscription Service and other feedback, information and reports provided to ArrowStream hereunder, will be the property of ArrowStream, and Subscriber shall and hereby does assign any rights in such communications to ArrowStream.LIMITED WARRANTY AND DISCLAIMERSGeneral.

The Terms and Conditions of Use, as updated by ArrowStream from time to time, govern your use of this web site.Last updated: May 1, 2019These Operator Collaboration Terms and Conditions (together with any order form, if any, issued hereunder, the “Agreement”) are between ArrowStream Software, LLC, a Delaware limited liability company, with an address at 141 W Jackson Blvd Suite 1310A, Chicago, IL 60604 (“ArrowStream”), and means the person or entity using the Subscription Service (defined below) and identified in the applicable account record, billing statement, online subscription process, or order form as the customer (“Subscriber”).BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) USING FREE SERVICES, SUBSCRIBER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” OR “SUBSCRIBER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SUBSCRIPTION SERVICES.ArrowStream and Subscriber agree as follows:BACKGROUND. ArrowStream provides a cloud-based software and service solution designed specifically for the foodservice industry (“ArrowStream Platform”). Subject to the terms and conditions of this Agreement, Subscriber is provided access to its supplier account on the ArrowStream Platform (“Operator Collaboration Portal” or “OC Portal”) to enable Subscriber to collaborate with and market to ArrowStream clients by responding to RFPs issued by the ArrowStream clients, updating product pricing for items Customer sells to ArrowStream clients, responding to food quality issues logged by ArrowStream clients and to customize Customer’s supplier directory profile that is viewed by ArrowStream Clients. Access to the OC Portal, in addition to the collaboration and marketing tools that Subscriber has subscribed to or that ArrowStream otherwise makes available to Subscriber from time to time, and are developed, operated, and maintained by ArrowStream, and any ancillary products and services, are herein referred to as the “Subscription Service”.SUBSCRIPTION SERVICE.Right to Access. Subject to the terms and conditions of this Agreement, ArrowStream grants Customer and its Authorized Users a non-exclusive, non-transferable, non-sublicensable right and license to access and use the Subscription Service solely as set forth in this Agreement. For purposes of this Agreement, an “Authorized User” is means Subscriber’s employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for Subscriber’s benefit and have unique user identifications and passwords for the Subscription Service.Account Set Up and Access.

Any user seeking access to the Subscription Service will be required to provide certain background and contact information such as the individual’s email address, company name, name, title and phone number and will create a password to access the Subscription Service. Customer shall be responsible for all use of the Subscription Service and Content, including without limitation, the acts and omissions of its Authorized Users and payment of Subscription Fees.Customer Content. As used herein, the term “Content” includes, without limitation, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Subscription Service, including without limitation all Subscriber Content (as defined below). All Content created through or submitted to the Subscription Service by or through Subscriber (collectively “Subscriber Content”) is the sole responsibility of Subscriber. Subscriber acknowledges and agrees that ArrowStream will not assume any, and hereby disclaims all, responsibility and liability for Subscriber Content and any modifications thereto. Subscriber hereby grants ArrowStream a worldwide, non-exclusive, royalty-free, fully paid-up license to use, reproduce, perform, display, modify, and distribute the Subscriber Content in connection with providing (1) the Subscription Service or (2) for purposes of creating and publishing anonymized market analyses, indexes, benchmarks or reports, or (3) for any other commercial purposes where the Subscriber Content is aggregated and anonymized. ArrowStream, without notice, review, edit and delete any Subscriber Content that ArrowStream determines in good faith violate the terms of this Agreement, provided that, ArrowStream has no duty to prescreen, control, monitor or edit Subscriber Content.Reserved Rights. ArrowStream reserves the right to modify or discontinue any part of the Subscription Service at any time by giving thirty (30) days’ prior written notice to Subscriber, provided that in the event such modification or discontinuance materially reduces the functionality of the Subscription Service, Subscriber may terminate this Agreement upon at least thirty (30) days’ prior written notice.Service Support. ArrowStream will provide Subscriber with online training and support materials for Subscriber’s use of the Subscription Service.Third Party Sites. The Subscription Service or ArrowStream Content may include links to other internet sites. Subscriber acknowledges and agrees that such links are provided for its convenience and do not reflect any endorsement by ArrowStream with respect to the provider of such linked site or the linked site. SUBSCRIBER’S USE OF ANY LINKED SITE IS SOLELY AT SUBSCRIBER’S OWN RISK. ARROWSTREAM MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY LINKED SITE.No Sensitive Information. Subscriber agrees not to use the Subscription Service to collect, manage or process sensitive information. ArrowStream will not have any liability that may result from Subscriber’s use of the Subscription Service to collect, manage or process sensitive information. For purposes hereof, “Sensitive Information” means (a)

CHICAGO, May 29, 2019 — ArrowStream, the leader in supply chain technology for the foodservice industry, announced Shake Shack will expand their partnership with ArrowStream to include Quality Incident Management.Shake Shack, founded in 2004 and headquartered in New York City, is a fast casual, hamburger restaurant chain with more than 230 locations worldwide. Shake Shack initially joined ArrowStream to use their Contract Audit and Supply Chain Visibility solutions to manage off-contract spending, reduce food spend, manage their inventory in real-time, identify supplier consolidation opportunities and eliminate invoicing discrepancies.With Quality Incident Management, Shake Shack will also increase the transparency of, and quickly resolve, quality issues with their suppliers and distributors. Quality Incident Management allows operators to manage and grow their businesses while helping them to maintain fresh products and an excellent customer experience.ArrowStream will be talking about food quality and showing Quality Incident Management live at North American Food Safety and Quality 2019 on June 4th and 5th. Stop by booth #10 to learn more and meet our team!About ArrowStreamFounded in 2000, ArrowStream is a foodservice supply chain technology company that helps clients capitalize on data to improve their business. ArrowStream serves hundreds of restaurant operators, distributors and food manufacturers. For more information, please visit www.arrowstream.com.Media Contact:Kate HubbardDirector of [email protected]

Then current term.Suspension of Subscription Service. ArrowStream may suspend Subscriber’s and any Authorized User’s access to any or all Subscription Service without notice for: (i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, (ii) repeated instances of posting or uploading inaccurate or misleading material, or material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity or that breach the Use Restrictions in Section 3. Nothing in this clause limits ArrowStream’s right to terminate for cause as outlined below, if ArrowStream determines that Subscriber or its Authorized Users are acting, or have acted, in a way that has or may negatively reflect on or affect ArrowStream or its Subscribers. ArrowStream may suspend, limit, or terminate for any reason at any time without notice any Subscription Service that are provided to Subscriber for free or due to inactivity.Suspension for Non-Payment. Subscriber will be provided with notice of non-payment of any amount due. Unless the full amount has been paid, ArrowStream may suspend Subscriber’s (and that of its Authorized Users) access to any portion of the Subscription Service ten (10) days after such notice.Termination. This Agreement may be earlier terminated by either party if the other party materially breaches a provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of such breach from the non-breaching party (ten (10) days in the case on non-payment).Effects of Termination. Upon any expiration or termination of this Agreement, all corresponding rights, obligations and licenses of the parties shall cease, except that all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) shall survive. The provisions of Section 2 (c) (Content), Section 6 (Confidentiality), Section 7 (Intellectual Property), Section 8 (Limited Warranty and Disclaimers), Section 9 (Indemnification), Section 10 (Limitation of Liability), Section 15 (Miscellaneous Provisions) and this Section 4(e) shall survive.PAYMENTSSubscription Fee. Subscriber shall pay to ArrowStream the fee for the Subscription Service (“Subscription Fee”), as communicated by ArrowStream during the registration process, or at a later time, and in accordance with the terms therein. The Subscription Fee will remain fixed during the then-current term unless Subscriber upgrades products, subscribes to additional features or products, or unless otherwise agreed in an order form. The Subscription Fee is subject to increases at term renewal.Payment Method. Unless otherwise agreed by ArrowStream, payments for Subscription Fees shall only be made by credit card. Subscriber agrees that the credit card details provided by Subscriber for use of the Subscription Service is correct and accurate and that the Subscriber shall

Each party represents and warrants that: (i) it has full power and authority, and has obtained all approvals, permissions and consents necessary, to enter into this Agreement and to perform its obligations hereunder; (ii) this Agreement is legally binding upon it and enforceable in accordance with its terms; (iii) the execution, delivery and performance of this Agreement does not and will not conflict with any agreement, instrument, judgment or understanding to which it is a party or by which it may be bound; and (iv) it will perform its obligations hereunder in accordance with all applicable laws.Subscriber. Subscriber represents and warrants that (i) Subscriber has all rights to grant the licenses to ArrowStream set forth herein, including without limitation to Subscriber Content, without infringement or violation of any applicable laws or third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights, and (ii) Subscriber shall not make available through the Subscription Service any Content that is inaccurate, misleading, disparaging, obscene, offensive, or otherwise inappropriate or that contains any viruses or any other harmful code.Specific Limitations. ArrowStream will not be responsible or liable for any failures in the Subscription Service or any other problems which are related to (a) the Subscriber Content (b) scheduled maintenance of the OC Portal or ArrowStream Platform, (c) any unavailability caused by circumstances outside of ArrowStream’s control such as force majeure, Internet service provider failure or delay, or denial of service attacks, (d) Subscriber’s equipment malfunctions, or (e) Subscriber’s or any third party’s products, services, negligence, acts or omissions.Disclaimer. ACCESS TO THE SUBSCRIPTION SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS SPECIFIED IN THIS SECTION 8, ARROWSTREAM EXPRESSLY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SUBSCRIPTION SERVICE OR ONDEMAND SYSTEM WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ARROWSTREAM MAKES NO WARRANTY THAT THE SUBSCRIPTION SERVICE WILL MEET SUBSCRIBER’S REQUIREMENTS, OR WILL BE UNINTERRUPTED, TIMELY, SECURE, CURRENT, ACCURATE, COMPLETE OR ERROR-FREE OR THAT THE RESULTS THAT MAY BE OBTAINED BY USE OF THE SUBSCRIPTION SERVICE WILL BE ACCURATE OR RELIABLE.Subscriber agrees to defend against and hold ArrowStream harmless from any claim by a third party that arises from or is related to (a) any Subscriber Content, (b) Subscriber’s use of the Subscription Service in violation of this Agreement, and to indemnify ArrowStream for settlement amounts or damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of such claims. Any claim for indemnification hereunder requires that Subscriber provide prompt written notice of the claim to ArrowStream