CSR Terms

The following terms and conditions (the "CSR Terms"), govern the services of concierge sales representatives (each a “CSR") provided via Priority Fulfillment Services, Inc. (“PFS"). PFS is a subcontractor and sub-processor of Humankind. Capitalized terms used herein but not defined shall derive their meaning from the applicable Agreement or Order Form entered into between the parties.

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Upon Client’s purchase of PFS CSR Services as set forth in an applicable Order Form, CSR resources will be provided by PFS based on Client’s qualifications, directions, and preferences subject to the following:

Nature of Services.Subject and pursuant to the PFS CSR Terms, eachPFS CSR will (i) be a resource allocated to a Client for staff augmentation purposes to be used as a direct-to-consumer conversational commerce and personal shopper; (ii) provide sales information regarding Client’s products and/or services to Client’s customers; and (iii) perform the these services utilizing the Humankind Platform services(which may also be referred to asSoftware Services) and Materials and Systems provided by the Client (the “PFSCSR Services”).

“Materials” as used in these PFS CSRTerms shall mean, collectively, all audio, visual and audiovisual content, including illustrations, graphics, photographic images, music, sound effects, lyrics, narration, text, film, video, animation, characters and interface layouts and designs, all other information in any form or media, including but not limited to documents, data, know-how, call center scripting and/or templates, marketing material, promotions, ideas, instructions, software and tools, logos, trademarks and other materials, whether or not the same are owned by Client, a third party or in the public domain or qualify for or are protected by any Intellectual Property Rights, that is provided to PFS to enable PFS to perform the PFS CSR Services.

“Systems”as used in these PFS CSR Terms shall mean, collectively, automated computer/data network, systems and capabilities either owned or licensed byClient from third parties that PFS and Humankind may reasonably require to perform the PFS CSR Services, including, without limitation, the HumankindPlatform, as well as software code, object code, system software, anti-malware software and security software or devices, remote access software, computer programs, protocols, screens, formats or hardware or software that are a part of or are used in connection with any of the foregoing that allow for the transmittal, receipt and exchange of data, voice and video traffic.

PFS CSRs will be selected and hired based on Client qualifications, directions, and preferences and will be trained by Client or its designee on Client’s products and/or services as mutually agreed. Any other Client work or services than staff augmentation through such PFS CSR Services must be set forth in a separate written agreement.

All PFS CSRs will perform the PFS CSR Services remotely or on PFS premises except for any activities thatPFS and Client agree would be best performed on Client premises or designated site. All PFS CSR Services with the CSRs will be conducted using Client provided Systems, tools and Materials and using the English language. Client shall provide access to such Client Systems, tools, and Materials, inclusive of access to Client’s instance on the Humankind Platform.
Hours of Operation. PFS CSRs are based in the United States and will be available between the hours of 7:00 AM and 8:00 PM Pacific Time, Monday through Friday (standard 8-hour workday), each week except when closed in observance of the following holidays:New Year’s Day, Easter Sunday, Memorial Day, Independence Day, Labor Day,Thanksgiving Day, Christmas Eve Day, and Christmas Day (together, the “Holidays”). This Section is subject to other mutual written agreement between Client, Humankind and PFS.

Each PFS CSR will be available to work up to 40 hours a week. Any overtime above the 40hours a week requires the prior written approval of the Client and PFS. Any hours worked in excess of 40 hours a week will be billed at a minimum of “time and half” subject to availability and market conditions. All CSRs shall be entitled to vacation and PTO for illness, injury or the like.
Pricing. Humankind shall bill Client directly for the PFS CSRServices as set forth in an applicable Client Order Form or ordering document with Client. Should Client request PFS CSR Services which would require or incur additional costs or expenses, such costs and expenses must first be pre-approved between PFS,Humankind and Client. PFS and Humankind will not be responsible for the provision of any such Services by PFS CSRs until approved by the parties in writing.
ClientInstructions and Training. Subject and pursuant to the PFS CSR Terms, all PFS CSRs will work under the direction and in accordance with the instructions of the Client or its designee utilizing the Client’s System, Humankind SoftwareServices and Materials. PFS CSRs are entitled to rely on such instructions, directions, Systems and Materials and the validity and accuracy thereof. Client is responsible to obtain and maintain in full force and affect any and all third-party or governmental licenses, permits, authorizations, waivers, approvals and consent applicable to or necessary for the PFS CSRs hereunder, excluding those that relate to PFS employment of such CSRs.

Client shall in good faith work with Humankind to provide the necessary initial and on going training to PFS CSRs as to the use of Client’s Systems, inclusive of theSoftware Services and security measures and protocols for the Client, Client’s products and/or services, along with product guidelines, to help such CSRs become familiar and effectively sell and communicate to Customers regarding such Client products and services (“Training”). Training shall include, without limitation, informational sessions and documentation on (i) Client sales procedures, (ii) Client products, services, warranties, and product recalls or safety issues, (iii) specifications for use and customer care of products, and Client security and compliance training as may be required.Client will also assist in creating educational and training curriculum and documentation for PFS CSRs with respect to marketing campaigns and changes in products and product categories.

PFS CSRs shall complete training on the Humankind Platform, associated Client Systems, security protocols, products, products, and procedures before participating in communication with Customers.
Termination or Replacement of CSR.
‍CSRUnavailability. PFS CSRs may be substituted with another PFS resource in the instance of extended PTO, voluntary resignation, termination, disability, death, promotion, or organizational restructuring. PFS shall use best efforts to replace such unavailable PFS CSRs as promptly as possible pending market conditions. PFS reserves the right to replace any PFS CSR, provided that, PFS demonstrates to Client’s reasonable satisfaction that the proposed replacement has the same or better skills.

Termination for Poor Performance or Otherwise. Client may provide prior written notice toPFS through Humankind (i) of the issuance of a performance warning regarding any PFS CSR and PFS will take prompt action to reasonably address such warning, (ii) to have any PFS CSR promptly replaced by PFS, as soon as practicable, or (iii) to, for any or no reason, have any PFS CSR removed from any Client account, which PFS shall promptly comply with such written notice, but it no event in more than twenty-four (24) hours after PFS’ receipt of such written notice within a normal work week. Notwithstanding the foregoing, should Client provide such notice to Humankind for the removal or termination of any PFS CSR, Client will take all necessary steps within its Systems to remove the PFS CSR from itsSystems within twenty-four (24) hours.

‍Metrics Failure. In the event that the PFS CSRs fail to meet any prescribed metrics as agreed in writing between Client and PFS for three (3) or more months in a twelve (12)month period (a “Triggering Event”),Client shall have the right to immediately terminate the affected CSRSubscription by providing Humankind written notice (“Cancellation Right”)of such cancellation within sixty (60) days after the last day of the calendar month in which the Triggering Event arose (the “Triggering Month”). If Client does not provide a CancellationNotice within sixty (60) days after the last day of the Triggering Month, theCancellation Right arising with respect to the Triggering Event shall expire.

Notwithstanding any foregoing reason for expiration and/or termination, Client shall not be relieved of any payment obligations for PFS CSR Services rendered by PFS CSRs and Client will pay all amounts due to Humankind for completed work through and the date of termination or expiration.
Time Records. PFS CSRs shall maintain weekly time records, which shall be available for inspection by Client or its designee for invoicing purposes on PFS’ systems. In the performance of the PFSCSR Services, the following forms of communication for PFS CSR Services, are considered billable time: e-mail, telephone calls, electronically conducted meetings, SMS communication, and both on-site and remote assistance.
AdditionalStaffing of CSR. Client may request additional PFS CSRs at any time (and/or the extension of duration of aCSR) with written notice and Humankind will use reasonable commercial efforts to work with PFS to satisfy such a request, but no assurance is given thatHumankind or PFS will be able to do so, in whole or in part. Client is encouraged to provide Humankind with at least four (4) weeks prior written notice for requesting additional (or the extension of any) PFS CRSs.
Communication and Escalation Procedure. Upon the escalation of an issue with any PFS CSR by Client project manager, PFS project manager or a CSR lead, if applicable, will meet with Client to discuss and create a plan to resolve the issue. If the issue is not resolved within the timeline defined by the plan, then Client will meet with PFS executive to resolve the issue.
No PFS CSRHiring. Client agrees that neither it, nor any of its direct or indirect subsidiaries or affiliates, will solicit to employ, employ, or retain as an independent contractor, any PFS CSR who provides PFS CSR Services hereunder or whose identity is disclosed to Client from and after the date set forth in an Order Form and until the date which is six (6) months from the date of termination of PFS CSR Services hereunder. The foregoing restriction on solicitation will not be deemed to prohibit general advertising not directed at any PFS CSRs.
Taxes. Client shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable toHumankind by Client for PFS CSR Services. PFS and Humankind shall have no liability for the payment or remittance to the proper authorities of any sales tax, use tax or other tax arising from the PFS CSRServices, and Client shall be responsible for all such taxes, duties, and other charges, including any costs arising in connection with any audit or inquiry of any taxing authority; provided, however, the foregoing shall not include any income or franchise taxes of Humankind or PFS.
Client Contact or Project Manager. Prior to the start of PFSCSR Services and subject to these PSF CSR Terms, Client will designate a person as the Client’s contact or project manager who will be the point of contact for PFS, along with a Humankind representative, related to the PFSCSR Services and such Client project manager will have the authority to act on behalf of Client in all matters. Client contact or project manager shall:

Manage Client’s personnel and responsibilities with respect to the PFS CSR Services, including management of training staff and the PFS CSR team. Management by such project manager of the PFS CSR team means providing the instructions, directions, and Materials, along with necessary training on Client Systems and third-party systems and tools, for the timely provision of PFS CSR Services.
Coordinate training and testing as applicable as to the Humankind Platform and Client’s products and/or services.
Work with Humankind to set up performance monitoring of the quality and performance of CSRs services and perform reporting on the same based upon agreed performance metrics.
Serve as the interface between PFS and all Client departments participating in the engagement of PFS CSR Services.
Resolve deviations from the estimated schedules and staffing needs for upcoming work weeks and/or promotions.
Help resolve any services issues and escalate issues within Client’s organization, as necessary and with Humankind and PFS for resolution as provided herein.
Review with the time and approve such time and invoicing of PFS CSRs timely, or promptly provide basis for rejection.

Client Contact or Project Manager. Prior to the start of PFSCSR Services and subject to these PSF CSR Terms, Client will designate a person as the Client’s contact or project manager who will be the point of contact for PFS, along with a Humankind representative, related to the PFSCSR Services and such Client project manager will have the authority to act on behalf of Client in all matters. Client contact or project manager shall:

The following terms and conditions (the "CSR Terms"), govern the services of concierge sales representatives (each a “CSR") provided via Priority Fulfillment Services, Inc. (“PFS"). PFS is a subcontractor and sub-processor of Humankind. Capitalized terms used herein but not defined shall derive their meaning from the applicable Agreement or Order Form entered into between the parties.

Upon Client’s purchase of PFS CSR Services as set forth in an applicable Order Form, CSR resources will be provided by PFS based on Client’s qualifications, directions, and preferences subject to the following:

‍1.        Nature of Services. Subject and pursuant to the PFS CSR Terms, each PFS CSR will (i) be a resource allocated to a Client for staff augmentation purposes to be used as a direct-to-consumer conversational commerce and personal shopper; (ii) provide sales information regarding Client’s products and/or services to Client’s customers; and (iii) perform the these services utilizing the Humankind Platform services (which may also be referred to as Software Services) and Materials and Systems provided by the Client (the “PFS CSR Services”).

"Materials” as used in these PFS CSR Terms shall mean, collectively, all audio, visual and audiovisual content, including illustrations, graphics, photographic images, music, sound effects, lyrics, narration, text, film, video, animation, characters and interface layouts and designs, all other information in any form or media, including but not limited to documents, data, know-how, call center scripting and/or templates, marketing material, promotions, ideas, instructions, software and tools, logos, trademarks and other materials, whether or not the same are owned by Client, a third party or in the public domain or qualify for or are protected by any Intellectual Property Rights, that is provided to PFS to enable PFS to perform the PFS CSR Services.

"Systems” as used in these PFS CSR Terms shall mean, collectively, automated computer/data network, systems and capabilities either owned or licensed by Client from third parties that PFS and Humankind may reasonably require to perform the PFS CSR Services, including, without limitation, the Humankind Platform, as well as software code, object code, system software, anti-malware software and security software or devices, remote access software, computer programs, protocols, screens, formats or hardware or software that are a part of or are used in connection with any of the foregoing that allow for the transmittal, receipt and exchange of data, voice and video traffic.

PFS CSRs will be selected and hired based on Client qualifications, directions, and preferences and will be trained by Client or its designee on Client’s products and/or services as mutually agreed. Any other Client work or services than staff augmentation through such PFS CSR Services must be set forth in a separate written agreement.

All PFS CSRs will perform the PFS CSR Services remotely or on PFS premises except for any activities that PFS and Client agree would be best performed on Client premises or designated site. All PFS CSR Services with the CSRs will be conducted using Client provided Systems, tools and Materials and using the English language. Client shall provide access to such Client Systems, tools, and Materials, inclusive of access to Client’s instance on the Humankind Platform.

2.        Hours of Operation. PFS CSRs are based in the United States and will be available between the hours of 7:00 AM and 8:00 PM Pacific Time, Monday through Friday (standard 8-hour workday), each week except when closed in observance of the following holidays: New Year’s Day, Easter Sunday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Eve Day, and Christmas Day (together, the “Holidays”). This Section is subject to other mutual written agreement between Client, Humankind and PFS.

Each PFS CSR will be available to work up to 40 hours a week. Any overtime above the 40 hours a week requires the prior written approval of the Client and PFS. Any hours worked in excess of 40 hours a week will be billed at a minimum of “time and half” subject to availability and market conditions. All CSRs shall be entitled to vacation and PTO for illness, injury or the like.

‍3.          Pricing. Humankind shall bill Client directly for the PFS CSR Services as set forth in an applicable Client Order Form or ordering document with Client. Should Client request PFS CSR Services which would require or incur additional costs or expenses, such costs and expenses must first be pre-approved between PFS, Humankind and Client. PFS and Humankind will not be responsible for the provision of any such Services by PFS CSRs until approved by the parties in writing.

‍4.          Client Instructions and Training. Subject and pursuant to the PFS CSR Terms, all PFS CSRs will work under the direction and in accordance with the instructions of the Client or its designee utilizing the Client’s System, Humankind Software Services and Materials. PFS CSRs are entitled to rely on such instructions, directions, Systems and Materials and the validity and accuracy thereof. Client is responsible to obtain and maintain in full force and affect any and all third-party or governmental licenses, permits, authorizations, waivers, approvals and consent applicable to or necessary for the PFS CSRs hereunder, excluding those that relate to PFS employment of such CSRs.

Client shall in good faith work with Humankind to provide the necessary initial and ongoing training to PFS CSRs as to the use of Client’s Systems, inclusive of the Software Services and security measures and protocols for the Client, Client’s products and/or services, along with product guidelines, to help such CSRs become familiar and effectively sell and communicate to Customers regarding such Client products and services (“Training”). Training shall include, without limitation, informational sessions and documentation on (i) Client sales procedures, (ii) Client products, services, warranties, and product recalls or safety issues, (iii) specifications for use and customer care of products, and Client security and compliance training as may be required. Client will also assist in creating educational and training curriculum and documentation for PFS CSRs with respect to marketing campaigns and changes in products and product categories.

PFS CSRs shall complete training on the Humankind Platform, associated Client Systems, security protocols, products, products, and procedures before participating in communication with Customers.

‍5.          Termination or Replacement of CSR. CSR Unavailability. PFS CSRs may be substituted with another PFS resource in the instance of extended PTO, voluntary resignation, termination, disability, death, promotion, or organizational restructuring. PFS shall use best efforts to replace such unavailable PFS CSRs as promptly as possible pending market conditions. PFS reserves the right to replace any PFS CSR, provided that, PFS demonstrates to Client’s reasonable satisfaction that the proposed replacement has the same or better skills.

‍Termination for Poor Performance or Otherwise. Client may provide prior written notice to PFS through Humankind (i) of the issuance of a performance warning regarding any PFS CSR and PFS will take prompt action to reasonably address such warning, (ii) to have any PFS CSR promptly replaced by PFS, as soon as practicable, or (iii) to, for any or no reason, have any PFS CSR removed from any Client account, which PFS shall promptly comply with such written notice, but it no event in more than twenty-four (24) hours after PFS’ receipt of such written notice within a normal work week. Notwithstanding the foregoing, should Client provide such notice to Humankind for the removal or termination of any PFS CSR, Client will take all necessary steps within its Systems to remove the PFS CSR from its Systems within twenty-four (24) hours.

‍Metrics Failure. In the event that the PFS CSRs fail to meet any prescribed metrics as agreed in writing between Client and PFS for three (3) or more months in a twelve (12) month period (a “Triggering Event”), Client shall have the right to immediately terminate the affected CSR Subscription by providing Humankind written notice (“Cancellation Right”) of such cancellation within sixty (60) days after the last day of the calendar month in which the Triggering Event arose (the “Triggering Month”). If Client does not provide a Cancellation Notice within sixty (60) days after the last day of the Triggering Month, the Cancellation Right arising with respect to the Triggering Event shall expire.

Notwithstanding any foregoing reason for expiration and/or termination, Client shall not be relieved of any payment obligations for PFS CSR Services rendered by PFS CSRs and Client will pay all amounts due to Humankind for completed work through and the date of termination or expiration.

‍6.          Time Records. PFS CSRs shall maintain weekly time records, which shall be available for inspection by Client or its designee for invoicing purposes on PFS’ systems. In the performance of the PFS CSR Services, the following forms of communication for PFS CSR Services, are considered billable time: e-mail, telephone calls, electronically conducted meetings, SMS communication, and both on-site and remote assistance.

‍7.          Additional Staffing of CSR. Client may request additional PFS CSRs at any time (and/or the extension of duration of a CSR) with written notice and Humankind will use reasonable commercial efforts to work with PFS to satisfy such a request, but no assurance is given that Humankind or PFS will be able to do so, in whole or in part. Client is encouraged to provide Humankind with at least four (4) weeks prior written notice for requesting additional (or the extension of any) PFS CRSs.

‍8.          Communication and Escalation Procedure. Upon the escalation of an issue with any PFS CSR by Client project manager, PFS project manager or a CSR lead, if applicable, will meet with Client to discuss and create a plan to resolve the issue. If the issue is not resolved within the timeline defined by the plan, then Client will meet with PFS executive to resolve the issue.

‍9.          No PFS CSR Hiring. Client agrees that neither it, nor any of its direct or indirect subsidiaries or affiliates, will solicit to employ, employ, or retain as an independent contractor, any PFS CSR who provides PFS CSR Services hereunder or whose identity is disclosed to Client from and after the date set forth in an Order Form and until the date which is six (6) months from the date of termination of PFS CSR Services hereunder. The foregoing restriction on solicitation will not be deemed to prohibit general advertising not directed at any PFS CSRs.

‍10.          Taxes. Client shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable to Humankind by Client for PFS CSR Services. PFS and Humankind shall have no liability for the payment or remittance to the proper authorities of any sales tax, use tax or other tax arising from the PFS CSR Services, and Client shall be responsible for all such taxes, duties, and other charges, including any costs arising in connection with any audit or inquiry of any taxing authority; provided, however, the foregoing shall not include any income or franchise taxes of Humankind or PFS.

‍11.          Client Contact or Project Manager. Prior to the start of PFS CSR Services and subject to these PSF CSR Terms, Client will designate a person as the Client’s contact or project manager who will be the point of contact for PFS, along with a Humankind representative, related to the PFS CSR Services and such Client project manager will have the authority to act on behalf of Client in all matters. Client contact or project manager shall:

• Manage Client’s personnel and responsibilities with respect to the PFS CSR Services, including management of training staff and the PFS CSR team. Management by such project manager of the PFS CSR team means providing the instructions, directions, and Materials, along with necessary training on Client Systems and third-party systems and tools, for the timely provision of PFS CSR Services.

• Coordinate training and testing as applicable as to the Humankind Platform and Client’s products and/or services.

• Work with Humankind to set up performance monitoring of the quality and performance of CSRs services and perform reporting on the same based upon agreed performance metrics.

• Serve as the interface between PFS and all Client departments participating in the engagement of PFS CSR Services.

• Resolve deviations from the estimated schedules and staffing needs for upcoming work weeks and/or promotions.

• Help resolve any services issues and escalate issues within Client’s organization, as necessary and with Humankind and PFS for resolution as provided herein.

• Review with the time and approve such time and invoicing of PFS CSRs timely, or promptly provide basis for rejection.

‍12.          Requirements and Exceptions of the PFS CSR Services.

• Client shall be responsible for its Systems, its website and ecommerce access, platform subscription, security, performance, software applications and hosting services, along with any infrastructure/administrative support required by its ecommerce platform, and is responsible for its website content, product offerings, services, promotions, as well as all pricing for all product offerings, services and promotions.

• Client will provide PFS with sufficient and secure access to Client Systems and any other Client third-party service accounts, inclusive of the Humankind Platform necessary for PFS CSRs to perform the PFS CSR Services on Client’s Account.

• Client is responsible for obtaining and maintaining any and all necessary access and legal rights, licenses, and authorizations for all Materials, required for the provision of the PFS CSR Services, along with such necessary access, permission and use being granted to PFS to the extent necessary to perform the PFS CSR Services.

• Client shall provide and respond promptly to any reasonable request to provide all information, instructions/directions, authorizations, approvals and access to all Materials, inclusive of training materials, scripts and product guidelines, infrastructure and Systems as PFS CSRs may reasonably require in order to perform the PFS CSR Services.

• Client shall establish and maintain reasonable practices and process to provide necessary business records (i.e., service metrics, performance reviews, if any) in support of the PFS CSR Services and work with Humankind in good faith to establish a process of review of services and reporting in support the PFS CSR Services; such records may be disclosed and provided to PFS for purposes of invoicing and management of the CSRs and their performance in connection with a Client.

• Client is solely responsible for the accuracy and legal compliance of all such information and Materials disclosed or provided to Humankind and/or PFS CSRs and such shall be true, accurate and not misleading in any material respect. Humankind and/or PFS shall have no responsibility to confirm or verify the adequacy, accuracy or validity of all such Materials, information, instructions/directions, or authorizations and approvals received from Client or its agents.

• Humankind and/or PFS CSRs shall act in accordance with, and shall be entitled to rely upon, all written and electronic information, instructions, directions, approvals and authorizations provided to Humankind and/or PFSCSRs by or on behalf of Client.

• Humankind, PFS, and PFS CSRs will not be liable for any loss, damage or deficiencies related to the PFS CSR Services or its performance of the same, arising from the use of such or any Materials, information instructions/directions, or authorizations and approvals supplied by Client or its agents.Client acknowledges and agrees that any delay in the provisioning of its access, assistance, training and/or approvals as required for PFS to perform the PFS CSR Services may cause delays in the provision of PFS CSR Services, or failure to provide PFS CSR Services. Humankind and PFS will not be responsible for such failures and delays. Humankind and PFS warrant only that the PFS CSR Services shall be provided in a professional and workmanlike manner and that PFS CSRs shall have the necessary general skills and knowledge to provide the PFS CSR Services and fulfill the obligations hereunder. EXCEPT FOR THE FOREGOING SENTENCE, NEITHER HUMANKIND NOR PFS MAKE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTE, OR OTHERWISE, AND SPECIFICALLY DISCLAIM ANY AND ALL IMPLIED OR STATUTORY WARRANTIES INCLUDING WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND OF NON-INFRINGEMENT.