Terms of Partnership

Market: France

This a Distribution as a Service Agreement between Lexir EU, a company incorporated in France having its registered office at 60 rue Charlot, 75003, Paris, France (“Lexir”),  and you, the (“Brand Partner”)

1. Distribution as a Service

Lexir Provides a Distribution as a Service solution. This service is intended for brands selling physical products covered by Lexir’s scope. Distribution as a Service refers to, and may include at least  one of the following and, or,  additional services:  
Software as a Service; 
Access to Lexir’s own or 3rd party logistics infrastructure; 
Ability to use Lexir’s licenses for moving, importing, storing and selling Customer’s products;
Administrative services; 
Sales and Marketing services, which may include identifying fitting partners for Customer, as well as additional Sales and Marketing related services;
Receiving and Fulfilling orders originating from Customer’s choice of  Sales channels. When possible  Lexir will assist with the integration and automation of orders from Customer’s Sales channel;
Making products shoppable and available for the market to purchase;
Payment processing and collection services; 
Catalog related services;
Not limited to additional services.
During the subscription term, Customer will receive a nonexclusive, non-assignable, right to access and use the Distribution as a Service Services solely for your business subject to the terms of this Agreement.
Lexir shall provide Customer guidance and assistance to using the provided Services mentioned in this Agreement.

2. Customer Responsibilities

Customer shall provide commercially reasonable information and assistance to Lexir to enable Lexir to provide Distribution as a Service Services. Upon request from Lexir customer shall promptly delivery Customer information. This information may be related to the product Customer is selling, the company, operations, or information otherwise related to the Customer that Lexir requires in order to provide services. 
Product provided by Customer shall be exactly as attested by Customer. This can refer to the product, its composition, labels, packaging, dimensions, and any other element relating to the product. 
Customer is solely responsible for inputting and updating the sales price products sold through Lexir’s DaaS Services. Customer may choose to use Lexir’s price comparison and margin tools to assist them in determining prices. 
Customers shall decide the product and product quantity that they would like to keep with Lexir.                            
Customer shall prepare the stock available for collection by transporter as required by Lexir or 3rd party logistics, by date agreed upon by Customer.
The cost of bringing the products into Lexir’s warehouse is to be covered by the Customer. Lexir may facilitate transport by procuring transport quotes and overseeing transport. Customer must validated and accept quote information and cost prior to collection. 
Subject to the terms and conditions of this DaaS Agreement, Customer shall grant to Lexir a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide the DaaS Services to Customer.
Any costs resulting from marketing or sales efforts such as sending samples, sample duty and taxes, and any additional costs resulting from the marketing efforts of the Customer advanced by Lexir will be covered by the Customer. 
Marketing and sales budget and efforts are under the responsibility of the Customer. Lexir extends its services in finding and identifying fitting sales and marketing partners, which the Customer can choose to use. 
Customer agrees to use Lexir for collection of payment or payment processing. Lexir receives payments in local currency and pays in local currency for: duty and taxes due on the product, commission on sales for any of the Customer’s sales and marketing partners (when relevant), and last mile delivery cost.  
Lexir shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the DaaS Services any suggestions, enhancement requests, recommendation or other feedback provided by Customer, including Users, relating to the operation of the DaaS Services.

3. Subscription

Subscriptions: See attached Exhibit A for the proposed subscription plans.
Customer may update or change the subscription as they see fit with 30 days notice.
Lexir may update, change, remove subscriptions or add additional subscriptions, and must notify  Customer 30 days prior to the change. Any agreements or products sent to Lexir prior to changes will follow the initial terms of the subscription. 
Fees and commissions for the service are as mentioned in this Agreement, or otherwise in a later time in a separate agreement between Lexir and the Customer. Lexir at their discretion can give discounts and promotional rates.

4. Stock

Customer may rely on Lexir to source solutions for moving stock to the warehouse, or provide their own.
The cost of bringing stock to the warehouse is solely under the responsibility of the Customer. In the case Lexir pays in advance or on the behalf of the Customer, Customer engages to reimburse Lexir. 
Upon request Customer will provide Lexir with documents needed for the transport and/or clearing of stock. This may include documents such as, but not limited to, invoices, safety sheets, lab analysis, company or company director’s papers, and packing lists.
Customer gives Lexir title over the stock, which makes it possible for Lexir to enter, hold, and sell the stock in the market on behalf of the Customer, as well as pay all relevant taxes and duty. 
Customer is permitted to move stock to Lexir as per the volume or amount described in the Subscription plan, and while providing the information as mentioned in this Agreement and as instructed by Lexir.
Should Customer wish, upon request from Customer, Lexir will release the stock and transfer the title and the stock to another company and location. The transport and transport related costs will be covered by Customer.
Lexir is responsible for providing stock levels to Customer on at least a monthly basis.
Stock in Lexir’s warehouse is insured.
Stock is insured while in transport arranged by Lexir.
Customer shall provide Lexir with the base value of the stock for insurance purposes.
Customer is permitted to call stock back at will, at their charge.
Pallets storage format is as described in the subscription plan in Exhibit A of this Agreement.

5. Payouts

Lexir shall share with Customer monthly sales reports.
Customer shall issue, or as agreed here permit Lexir to issue on their behalf, a monthly invoice corresponding to the sales report.
Payouts are done 30 days after the issuance of the Customer invoice.
Payouts are made directly to a bank account, and require Customer to share their account transfer details with Lexir, and keep lexir updated in case of a change in accounts.
When possible and requested, Lexir shall convert and payout in the Customer’s currency of choice.
The payout will be calculated based on Customer decided sales price net of: duty, taxes, last mile costs, Lexir’s commission, and salesperson commissions when applicable. 
Any charges related to samples tax and duty, and last mile costs, will be deducted from payouts, or charged directly to Customer should the payout amount be inferior to the charges.

6. Restrictions

Customer shall not, and shall not permit anyone to: (i) copy or republish the DaaS Services or Software, (ii) make the DaaS Services available to any person or company other than the Customer, (iii) use or access the DaaS Services to provide services to third parties, (iv) modify or create derivative works based upon the DaaS Services or Documentation, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the DaaS Services or in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the DaaS Services, except and only to the extent such activity is expressly permitted by applicable law, or (vii) access the DaaS Services or use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, Lexir shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under this DaaS Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein.

7. Term and Termination

The term of this DaaS Agreement shall begin on the Effective Date and shall continue until terminated by either party as outlined in this Section. 
Either party may terminate this DaaS Agreement at will by giving a sixty (60) notice days to the other party.
In case of Customer having remaining stock in Lexir’s warehouse, Customer as soon as possible, or not later than 30 days after the end of the effective end of this  Agreement. After which point the brand will be charged all applicable warehousing and admin costs for storage of goods;
Lexir reserves the right to suspend delivery of the DaaS Services if Customer fails to timely pay any undisputed amounts due to Lexir under this DaaS Agreement, but only after Lexir notifies Customer of such failure and such failure continues for fifteen (30) days. Suspension of the DaaS Services shall not release Customer of its payment obligations under this DaaS Agreement. Customer agrees that Lexir shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the DaaS Services resulting from Customer’s nonpayment. 
Lexir reserves the right to suspend delivery of the DaaS Services if Lexir reasonably concludes that Customer use of the DaaS Services is causing immediate and ongoing harm to Lexir or others. In the extraordinary case that Lexir must suspend delivery of the DaaS Services, Lexir shall immediately notify Customer of the suspension and the parties shall diligently attempt to resolve the issue. Lexir shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to any suspension of the DaaS Services in accordance with this Section 
Effect of Termination (i) Upon termination of this DaaS Agreement, Lexir shall immediately cease providing the DaaS Services and all usage rights granted under this DaaS Agreement shall terminate. (ii) If Lexir terminates this DaaS Agreement due to a breach by Customer, then Customer shall immediately pay to Lexir all amounts then due under this DaaS Agreement and to become due during the remaining term of this DaaS Agreement, but for such termination. If Customer terminates this DaaS Agreement due to a breach by Lexir, then Lexir shall immediately repay to Customer all pre-paid amounts for any unperformed DaaS Services scheduled to be delivered after the termination date. (iii) Upon termination of this DaaS Agreement and upon subsequent written request by the disclosing party, the receiving party of tangible Confidential Information shall immediately return such information or destroy such information and provide written certification of such destruction, provided that the receiving party may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the parties.

8. Limitation of Liability

Neither party shall be liable for indirect, incidental, special or consequential damages, including, without limitation, damages for lost business, profits, data or use of any service, incurred by either party or any third party in connection with this DaaS Agreement, regardless of the nature of the claim (including negligence), even if foreseeable or the other party has been advised of the possibility of such damages. Neither party’s aggregate liability for damages under this DaaS Agreement, regardless of the nature of the claim (including negligence), shall exceed the fees paid or payable by customer under this DaaS agreement during the 12 months preceding the date the claim arose. 

9. Indemnification

If a third party makes a claim against Customer that the DaaS Services infringes any patent, copyright or trademark, or misappropriates any trade secret, or that Lexir’s negligence or willful misconduct has caused bodily injury or death, Lexir shall defend Customer and its directors, officers and employees against the claim at Lexir’s expense and Lexir shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Lexir, to the extent arising from the claim. Lexir shall have no liability for any claim based on (i) the Customer Content, (ii) modification of the DaaS Services not authorized by Lexir, or (iii) use of the DaaS Services other than in accordance with the Documentation and this DaaS Agreement. Lexir may, at its sole option and expense, procure for Customer the right to continue use of the DaaS Services, modify the DaaS Services in a manner that does not materially impair the functionality, or terminate the Subscription Term and repay to Customer any amount paid by Customer with respect to the Subscription Term following the termination date. 
If a third party makes a claim against Lexir about the Customer’s product, or anything related to the product such as labeling, packaging  or content, or that the Customer product or content infringes any patent, copyright or trademark, or misappropriates any trade secret; Customer shall defend Lexir and its directors, officers and employees against the claim at Customer’s expense and Customer shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Customer, to the extent arising from the claim. 
A party seeking indemnification under this section shall (i) promptly notify the other party of the claim, (ii) give the other party sole control of the defense and settlement of the claim, and (iii) provide, at the other party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defense and settlement of the claim.

10. Confidentiality

Confidential Information means any information disclosed by a party to the other party, directly or indirectly, which, (i) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (ii) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within 30 days of such disclosure, (iii) is specifically deemed to be confidential by the terms of this DaaS Agreement, or (iv) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of Customer Content as contemplated by this DaaS Agreement, Customer Content is deemed Confidential Information of Customer. Lexir software and Documentation are deemed Confidential Information of Lexir. 
Confidentiality. During the term of this DaaS Agreement and for 5 years thereafter (perpetually in the case of software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this DaaS Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party. 
Exceptions. Confidential Information excludes information that: (i) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (ii) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (iii) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this DaaS Agreement and the relationship of the parties, but agrees that the specific terms of this DaaS Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this DaaS Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.

11. General Provisions

Non-Exclusive Service. Customer acknowledges that DaaS Services are provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict Lexir’s ability to provide the DaaS Services, or other infrastructure or  technology, including any features or functionality first developed for Customer, to other parties. 
Personal Data. Customer hereby acknowledges and agrees that Lexir’s performance of this DaaS Agreement may require Lexir to process, transmit and/or store Customer personal data or the personal data of Customer employees and Affiliates. By submitting personal data to Lexir, Customer agrees that Lexir and its Affiliates may process, transmit and/or store personal data only to the extent necessary for, and for the sole purpose of, enabling Lexir to perform its obligations to under this DaaS Agreement. In relation to all Personal Data provided by or through Customer to Lexir, Customer will be responsible as sole Data Controller for complying with all applicable data protection or similar laws such as EU Directive 95/46/EC and laws implementing that Directive that regulate the processing of Personal Data and special categories of data as such terms are defined in that Directive. Customer agrees to obtain all necessary consents and make all necessary disclosures before including Personal Data in Content and using the Enabling Software and Lexir DaaS. Customer confirms that Customer is solely responsible for any Personal Data that may be contained in Content, including any information which any Lexir DaaS User shares with third parties on Customer’s behalf. Customer is solely responsible for determining the purposes and means of processing Customer Personal Data by Lexir under this Agreement, including that such processing according to Customer’s instructions will not place Lexir in breach of applicable data protection laws. Prior to processing, Customer will inform Lexir about any special categories of data contained within Customer Personal Data and any restrictions or special requirements in the processing of such special categories of data, including any cross border transfer restrictions. Customer is responsible for ensuring that the Lexir DaaS meets such restrictions or special requirements. Lexir to process any Personal Data that meets the requirements set forth in this Section according to these Terms of Use. 
Assignment. Neither party may assign this DaaS Agreement or any right under this DaaS Agreement, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that either party may assign this DaaS Agreement to an acquirer of all or substantially all of the business of such party to which this DaaS Agreement relates, whether by merger, asset sale or otherwise. This DaaS Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Either party may employ subcontractors in performing its duties under this DaaS Agreement, provided, however, that such party shall not be relieved of any obligation under this DaaS Agreement. 
Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures. 
No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of this DaaS Agreement shall not constitute a waiver of any other or subsequent breach. 
If any term of this DaaS Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this DaaS Agreement shall remain in full force. 
This DaaS Agreement contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of this DaaS Agreement. This DaaS Agreement may be amended solely in a writing signed by both parties. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms. 
Lexir may include Customer’s name and logo in its customer lists and on its website. Upon signing, Lexir may issue a high-level press release announcing the relationship and the manner in which Customer will use the Lexir solution. Lexir shall coordinate its efforts with appropriate communications personnel in Customer’s organization to secure approval of the press release if necessary. 
This DaaS Agreement is an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of customers or upon any other person or entity. 
The parties have the status of independent contractors, and nothing in this DaaS Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this DaaS Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel. 
Customer’s satisfaction is an important objective to Lexir in performing its obligations under this DaaS Agreement. Except with respect to intellectual property rights, if a dispute arises between the parties relating to the interpretation or performance of this DaaS Agreement or the grounds for the termination hereof, the parties agree to hold a meeting within fifteen (15) days of written request by either party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within 15 days after such meeting, the parties have not succeeded in resolving the dispute, either party may protect its interests by any lawful means available to it. 
Lexir may anonymously compile statistical information related to the performance of the Services for purposes of improving the DaaS service, provided that such information does not identify Customer’s data or include Customer’s name. 
This DaaS Agreement shall be governed by the laws of France excluding its conflict of law principles.
Lexir shall comply with all applicable local, state, national and foreign laws in connection with its delivery of the DaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data 
This DaaS Agreement may be executed in multiple counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this DaaS Agreement by electronic transmission (including via pdf) will be effective as delivery of a manually executed counterpart.