Partner Agreement

This is an agreement as of (insert date) [ ] between Stadium and (enter

company/brand name) [ ] to
ensure all the below have been read and act as your confirmation to us that the
requirements and processes will be met at all times.

There will be a 3-month trial period, which will automatically be renewed if all of the
standards and processes contained in this agreement are being followed.
● If any standards/processes are not met, then you will receive contact from
your account manager to address this.
● If the same standards/processes have not been met a second time, you will
receive a written warning over email.
● Should Stadium need to address any of these standards/processes for the
3rd time, your partnership will be put under review and may not be renewed.

Partner hereby grants Stadium the right to list the products/boxes across our
verticals and other e-commerce platforms we partner with to promote sales.

Please DO NOT call or message customers for promotions, feedback, comments, or to

rectify customer service issues. The only time you may contact them is when arranging
the delivery. If you do not adhere to this, further action will be taken.

SnackMagic

Box requirements and checks:

● All items mentioned in the box description on our website for the 45 USD box
curation must be in every box order.
o Only if some items run out of stock or you cannot produce them any
longer will Stadium allow around 20% of your items shown in the image
on the website to be swapped with products of the same nature, same
quality, and the same price.
▪ If you no longer stock an item mentioned in the description or
the image, please update the description and image on Shopify.
▪ For any further issues, please inform Stadium immediately.
 ● No prices are to be mentioned on any SKU or boxes.
● No promotional note inserted inside the box.
● All glass bottles/jars are to be shrink-wrapped/bubble-wrapped.
● Items that can melt have been packed with cooling packs/insulation.
● Bow, ribbon, and a visual appeal to be maintained on the box.
● A note to be printed and inserted in every box: (first approval to be given
before proceeding). This note can be copied and pasted into a web browser.
Please print the image as is on at least 100gsm plain A4 paper.
● A STADIUM sticker should be displayed on the outside of the packaging. You
can view the Stickers & Logo Artwork here.
● Co-branding is more than welcome.
● Stadium requires first box pictures for all themes. The pictures must be of the
open box filled with the content, final packaging, sticker, and custom note for
approval. The remainder of the boxes ordered should replicate the approved
box.
● All orders with a 70 USD budget or more should be sent for approval.
● Please note that the basic box of 45 USD will need to be scaled as per the
budget ordered.
o For example, If you receive a box order for 100 USD, you will need to
add items that make up that budget.
o Please do not simply duplicate the items you usually put in
a 45 USD box. Add variety and options! Also, not just
increasing the size/weight of each item. It’s understandable
that some specific craft/high-end and hand-made items
may need to be duplicated, but only if you specialize in a
certain range of products, then these may be duplicated.
o When adding various items, please ensure you add
products of the same quality and similar brands/items that
match your theme. If the box follows any dietary
requirements, the extra items must adhere to this.

Quality, Shelf-life & Packaging:

● Quality, shelf-life, and packaging of all items must be ensured by the partner.
○ Packaging needs to be secure and presentable. You are responsible for
the box and items arriving at the recipient in good condition.
● In case of any stock unavailability, you can provide an update with the
changes you would like to make to your box curation, and once approved, you
can move forward.
○ Remember to stick to the theme of the box. The same quality and
price of the items should remain the same. (Refer to Box requirements
and checks in the previous section).
● A minimum shelf-life of 2-3 months for all perishable items.
 ○ Freshly baked items will be discussed and considered.
● Non-snacks, such as pamper items, should have a minimum shelf-life of 12
months.
○ These should at least have more than 50% of their shelf-life remaining
at the time the box is delivered.

Pricing of items:

We require competitive pricing

● Retail pricing is to be provided by the partner.

● Commission of ___%, which has been agreed upon.
● No changes will be made unless this has been discussed and approval has
been given.
● Partners will not list their boxes on their website or another e-commerce
platform at a lower rate than their offering to Stadium.
● Stadium maintains the right to change the commission structure based on
global averages

Box Curations:

To keep the website current and to assist with your sales, please think of
the following when curating boxes:
● Local holidays/festivals in your country as well as global holidays
that are coming up
● Current local/worldwide events
● Popular movies, series, or characters
● Trending items/ preferences
● Common gifting 'moments" (e.g. birthdays, anniversaries, appreciation, etc.)

When these no longer become relevant curations, please try to think of

new ideas to replace them to avoid removing options from the website,
but always add new and exciting gifts for recipients.

Shipping:

● You must ship the boxes within 24-48 hours of receiving the orders on
Shopify.
● The box is to be delivered within 5-7 days from the order date.
● Partner to take responsibility for ensuring the package is delivered intact and
as per delivery timelines.
 ● Full tracking details need to be added in Shopify - Tracking number, carrier,
and link.
● Delays can happen occasionally, so if you proactively let Stadium know, the
customers can be updated. Keep Stadium informed and updated at ALL
times.

Customer Service:

Having an open dialogue with customers is an important aspect of the services

STADIUM provides. Stadium has a great customer service team that will reach out to
you when we need further assistance. Treat their emails with the same sense of
urgency as if your account manager was directly emailing you. To answer customer
questions, you should be responsive and prompt in resolving queries within 24
hours.

If both the above Shipping and Customer Service conditions are not met, and no
updates are provided, it will result in a 30% penalty for each incident. In case of multiple
violations, further action may need to be taken and put this partnership under review
for termination.

Reach out to the customer service team immediately at hi@snackmagic.com for

assistance with reaching out to the recipient for any of the following:
● A box has been returned to you - provide details of the order and the reason
for the return
● Incorrect recipient details - there is an error in the address or contact number
● Box is ready at a pick-up/collection point

Replacement Boxes:

● Damaged snacks/poor quality/expired snacks:

○ You are responsible for any such cases stated above & will be required
to send replacements accordingly to customers.
● The box has gone missing:
○ You must send the replacements immediately (using another logistics
company if necessary).
○ If you are unsure of the replacement box being delivered again, you
will need to provide a credit for that box budget.
● The wrong box has been delivered:
○ You will need to send the correct box as a replacement along with an
apology note.
 Shops

The same terms mentioned in this agreement will apply, with the following
exceptions:

● Custom note inserts will NOT be needed.

○ There will be no URL under Custom Note Link in Shopify for Shops
orders. Note that for SnackMagic orders, a link will still be included,
and the note must be printed and included.
○ When the cost of a note is included in the budget for a curation, this
must be spent on the box contents instead.
○ The STADIUM | SnackMagic sticker will still need to be added to every
item/box shipped.
● Shops allow you to list single items as well as specific curations that cannot
be scaled to other budgets. You can add these at one price point, and they will
only be available on Shops and not SnackMagic.
○ Partner to give Stadium the best flat prices for each individual item
and/or curated boxes at one price point, including all costs, shipping,
and packaging.
○ Stadium must be notified at least 30 days in advance of any price
changes.
○ Partners will not list their products on their website or another
e-commerce platform at a lower rate than the offering to Stadium.

Payments:

● The finance team will send you a weekly fulfillment order report every
Monday for a seven-day cycle (the previous week - Monday to Sunday).
● If you notice any discrepancies with the report, please reply to the email
ap@snackmagic.com and cc int@snackmagic.com with detailed information.
○ Time Zone & Fulfilment for the reports: You will notice that the
fulfillment order report will be in a certain time zone, please note it
uses EST time. The cycle runs from Monday, 00:00:00 am EST -
Sunday, 11:59:59 pm EST. This report will ONLY include orders fulfilled
on your Shopify (meaning the date on which you have entered tracking
details) during this EST cycle. Any orders fulfilled after Sunday
11:59:59 EST will reflect on the next report for the following cycle.
Weekly reports will be sent, but your payments will be made monthly
and processed on the first Monday of the following month. e.g.
payment for Jan will be made on the first Monday in Feb.
 ○ The below orders/ charges will not be included in this report, so you
will need to generate a manual invoice if any of the following
conditions apply:
■ Re-shipping costs
■ Express shipping costs (if urgent deliveries were required and
were approved by the account manager)
■ Manual orders (sent to you by the Stadium Team over email)
■ Any other charges that were approved, which you may have
incurred (Please specify in detail)

Please note: All the above charges will need to be discussed and approved by the
account manager before the charges can be included in the invoice to STADIUM.

Holiday Leave:

● You are required to give us 20 days’ notice before going on holiday.

● Please provide start and end dates.
● You will need to ensure all pending orders have been fulfilled and finalize any
current complaints/replacements/missing boxes that are in progress.
● Your boxes will remain on our website, and a note for recipients will be added
that this box will be processed from the return date you have provided.

Sick Leave:

● Inform Stadium immediately.

● Please ensure another colleague has been trained so that all our orders and
processes are handled smoothly should you need time off work.
● Pass on the email address and contact number of the colleague taking over.

Termination:

Should you need to leave this partnership for any reason, or Stadium needs to
terminate the contract:

● Inform us immediately, then type a formal email with detailed reasons for
leaving the partnership.
● Do NOT deactivate your Shopify. Your store will need to remain active during
the notice period.
● You will need to ensure all pending orders have been fulfilled and any current
complaints/replacements/missing boxes, etc that are in progress.
 ● Confirm in writing (over email) that ALL Stadium data has been removed from
your laptop/ devices, all paperwork relating to Stadium and the orders have
been destroyed, and will not be used for any future purposes.
● Once all of the above has been taken care of, and the go-ahead has been
given to deactivate your Shopify, then your final payment for orders fulfilled
will be released.
● Should continuous issues arise and this agreement needs to be terminated,
the same steps outlined in the first section of this document - 3-month trial
period will be followed:
○ If any standards/processes are not met, then you will receive contact
from the account manager to address this.
○ If any of the same standards/processes have not been met a second
time, then you will receive a written warning over email.
○ Should Stadium need to address any of these standards/processes for
the 3rd time, your partnership will be put under review, and may not be
renewed.

Sign for acknowledgment of this agreement:

Partner

Authorized signature:

Name:

Title:

Date:

https://www.bystadium.com/

Questions: hi@snackmagic.com
 Data Processing Agreement
This Data Processing Agreement ( “DPA” ) is BETWEEN
[ ] ( “Partner” ),
And

Kitchen Stadium, Inc. ( “Kitchen Stadium” ), (as further below defined);

(together the “Parties” ).

1. Background

Partner receives and processes personal data to carry out the services
contemplated in the Parties’ underlying agreement ( “Services Agreement” ).
The purpose of this DPA is to ensure the protection and security of the
personal data processed on behalf of Kitchen Stadium by Partner in
accordance with applicable Data Protection Laws, as defined that term is below.

2. Definitions

“Kitchen Stadium” means the Kitchen Stadium entity or affiliate that is a

party to the Services Agreement. Kitchen Stadium is the data controller for the
purposes of this DPA.

“Kitchen Stadium Data” means any personal data of Kitchen Stadium

customers that is provided by Kitchen Stadium to Partner, or otherwise
processed by Partner on behalf of Kitchen Stadium, under the Services
Agreement and this DPA.

“Data Protection Laws” means all data protection laws applicable to the
Parties, including EU Directive 95/46/EC and EU Directive 2002/58/EC (as
amended), and any legislation and/or regulation which amends, replaces,
re-enacts or consolidates those laws, including the General Data Protection
Regulation (EU) 2016/679 (“GDPR”); the California Consumer Privacy Act, Cal.
Civ. Code § 1798.100 et seq. (“CCPA”) (as amended) and its implementing
regulations; and any other replacement laws or regulations as may be in force and
applicable, from time to time.
“personal data” , “personal information” , “consumer data” , “data controller” ,
“data processor” , “data subject” , “consumer” , “process” , and “service
provider” or their equivalent shall have the meaning given by the applicable
Data Protection Laws. For the purposes of this DPA, “personal data” shall also
mean “personal information;” “data subject” shall also mean “consumer;” “data
processor” shall also mean “service provider.”

“Security Breach” means any accidental, unauthorized, or unlawful destruction,

loss, alteration, or disclosure of, or access to the personal data that the
Partner processes in the course of providing the Services.

“Services” means the services that Partner offers to Kitchen Stadium under
the Services Agreement.

“ Partner” means [ ].
Partner is the data processor, or service provider, for the purposes of this DPA.

3. Data Protection

3.1 This DPA is entered into between the Parties to supplement terms
regarding performance of the Services and the processing will be
carried out for the duration of the Services Agreement. Schedule 1 to
this DPA sets forth the nature and purpose of the processing, the types
of personal data the Partner processes, and the categories of data
subjects whose personal data is processed .

3.2 Partner certifies that it understands the terms in this DPA and agrees
to comply with them.

3.3 When the Partner processes Kitchen Stadium Data, the Partner will:

3.3.1 process only in accordance with Kitchen Stadium’s written

instructions. If the Partner is required to process the Kitchen
Stadium Data for any other purpose under the Data Protection
Laws to which the Partner is subject, the Partner will inform
Kitchen Stadium first, unless such laws prohibit the disclosure
on grounds of public interest.

3.3.2 assist Kitchen Stadium in so far as is possible, in fulfilling Kitchen

Stadium’s obligation to respond to requests from data subjects
exercising their rights under applicable Data Protection Laws.

3.3.3 implement and maintain appropriate technical and organizational

measures to protect Kitchen Stadium Data against unauthorized
or unlawful processing and against accidental loss, destruction,
damage, theft, alteration, or disclosure. These measures shall be
 appropriate to the harm which might result from any
unauthorized or unlawful processing, accidental loss, destruction,
damage, or theft of the personal data and having regard to the
nature of the personal data which is to be protected.

3.3.4 not give access to or transfer any Kitchen Stadium Data to any
third party without the prior written consent of Kitchen Stadium.
Where Kitchen Stadium consents to the Partner engaging a
sub-processor to carry out any part of the Services, the Partner
must include in its contract with the third party provisions which
are equivalent to those in this DPA and as are required by
applicable Data Protection Laws, including certification by
sub-processor that it understands the provisions of the DPA and
will comply with them. If, Kitchen Stadium has reasonable
grounds to object to Partner’s use of a sub-processor, Kitchen
Stadium will notify the Partner within ten (10) business days
from the date of the notification. Notwithstanding the
aforementioned and for the avoidance of doubt, where a third
party fails to fulfill its obligations under any sub-processing
agreement or any applicable Data Protection Laws, the Partner
will remain fully liable to Kitchen Stadium for the fulfilment of
the Partner’s obligations under these terms.

3.3.5 not retain, use, or disclose Kitchen Stadium Data for any other
purpose other than for providing the Services and in performance of
the Services Agreement.

3.3.6 process Kitchen Stadium Data only as necessary to perform the

Services, and will not, under any circumstances, collect, use,
retain, access, share, transfer, or otherwise process Kitchen
Stadium Data for any purpose not related to providing such
Services. Partner will refrain from taking any action that would
cause any transfers of Kitchen Stadium Data to or from Partner
to qualify as “selling personal information” as that term is defined
under the CCPA.

3.3.7 ensure that personnel required to access the Kitchen Stadium

Data are subject to a binding duty of confidentiality in respect of it.

3.3.8 ensure that none of the Partner’s personnel publish, disclose or

divulge any of the Kitchen Stadium Data to any third party
unless directed in writing to do so by Kitchen Stadium.

3.3.9 at the end of the Services, upon Kitchen Stadium’s request,

securely destroy or return the Kitchen Stadium Data, and delete
 existing copies unless the Data Protection Laws require storage of
such personal data.

3.3.10 allow Kitchen Stadium and its respective auditors or authorized

agents to conduct audits or inspections during the term of the
Services Agreement, which will include providing access to the
premises, resources and personnel of the Partner and
sub-contractors used in connection with the provision of the
Services during business hours and without interrupting business
operations, and provide all reasonable assistance in order to
assist Kitchen Stadium in exercising its audit rights under this
paragraph.

4. Security Breach

4.1 In the event of a suspected Security Breach, the Partner will:

4.1.1 take action immediately, at the Partner's own expense, to

investigate the suspected Security Breach and to identify,
prevent and mitigate the effects of the suspected Security
Breach and to remedy the Security Breach.

4.1.2 notify Kitchen Stadium immediately, as soon as it has reasonable

cause to believe that a Security Breach has in fact occurred
and provide Kitchen Stadium with a detailed description of the
Security Breach including:

4.1.2.1 the likely impact of the Security Breach;

4.1.2.2 the categories and approximate number of data subjects

affected and their country of residence and the categories
and the approximate number of records affected;

4.1.2.3 the risk posed by the Security Breach to individuals; and

4.1.2.4 the measures taken or proposed to be taken by the Partner to

address the Security Breach and to mitigate its adverse effects and provide timely
updates to this information and any other information Kitchen Stadium may
reasonably request relating to the Security Breach.

4.1.3 not release or publish any filing, communication, notice, press

release, or report concerning the Security Breach without
Kitchen Stadium's prior written approval (except where required to
do so by law).
5. Indemnification

5.1 If Partner breaches any of its confidentiality, security, and/or personal data
protection obligations under this DPA in relation to personal data
processed on behalf of Kitchen Stadium under the Services Agreement,
Partner shall indemnify, defend and hold Kitchen Stadium harmless from
and against the following (which, for the avoidance of doubt, shall be
considered direct damages): (i) fines or penalties issued by governments,
regulators, statutory bodies or enforcement authorities arising from such
breach; (ii) amounts paid to affected third parties (which may include,
but is not limited to, data subjects, Kitchen Stadiuḿs customers, Kitchen
Stadium employees, officers and directors) as damages or settlements
arising from such breach; (iii) reasonable cost of providing required
notice of the breach (and any required responses to the notice) to
affected individuals and government agencies, regulators and/or other
statutory bodies or entities; (iv) reasonable expenses, costs and fees
associated with required investigatory or computer forensics work; (v)
reasonable expenses, costs and fees to respond to, address, and/or
defend any investigation by governments, regulators, statutory bodies or
enforcement authorities; (vi) all expenses, costs and fees incurred by
Kitchen Stadium in complying with any requirement of governments,
regulators, statutory bodies or enforcement authorities, attributable to
the Partner’s breach; and; (vii) reasonable legal and other professional
advisor fees incurred in connection with (i) to (vi).

6. Data Transfer

[WHERE APPLICABLE: this is for instances in which personal data is

transferred from a country in the European Economic Area to a
processor that is located outside the EEA that is not deemed to have
adequate data privacy laws. See
https://ec.europa.eu/info/law/law-topic/data-protection/international-dime
nsion-data-prot ection/adequacy-decisions_en]

6.1 The Partner agrees to comply with the obligations of a data importer
as set out in the Standard Contractual Clauses for the transfer of
personal data to data processors established in third countries
adopted by the European Commission decision of 4 June 2021
(the ' Standard Contractual Clauses '). The Clauses are available at
the following link
https://ec.europa.eu/info/law/law-topic/data-protection/international
-dimension-data-protection/standard-contractual-clauses-scc_en.
The parties hereby agree that by reference to this link the SCCs
shall be deemed incorporated into this DPA and made an integral
part of it.
7. Miscellaneous

7.1 In the event of any conflict or inconsistency between the provisions

of the Services Agreement and these terms, the provisions of
these terms shall prevail. Save as specifically modified and
amended in these terms, all of the terms, provisions and
requirements contained in the Services Agreement shall remain in
full force and effect and govern these terms.

7.2 This DPA is governed by the law, and subject to the jurisdiction of
the Courts, specified in the Services Agreement.

In witness whereof, each of the undersigned companies have caused

this DPA to be signed and delivered by its duly authorized representatives.

8. Partner

Authorized signature:

Name:

Title:

Date:
 9. Schedule 1

Summary of Data Processing

1 Nature and Purpose of the Kitchen Stadium Data will be

processing, and processing processed by Partner in the course
operations of providing the Services set forth
in the Services Agreement.

The processing operations are as

follows:

● Process Kitchen Stadium

Customer
Order, including (1) obtain
Kitchen Stadium Customer
order request under the means
set forth in the Services
Agreement; (2) prepare order
and package for delivery to
Kitchen Stadium Customer, (3)
communicate shipping
information to Kitchen Stadium
customer/Kitchen Stadium.
● Additional/Other: _____________
____________________________

2 Types of Personal Data The Personal Data includes the

processed following data fields:

● Name
● Shipping Address
● Phone number
● Email
● Additional/Other: _____________
____________________________
● Special Categories of Data: None

3 Categories of Data Subjects in ● Kitchen Stadium Customers

relation to Personal Data
Processed