Master Services Terms

WHEREAS, Provider is in the business of providing third-party logistics, warehousing, fulfillment, and shipping services;

WHEREAS, Client desires to engage Provider to provide such services for Client's products, and Provider desires to provide such services to Client;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

The term of this Agreement shall commence on the Effective Date and continue for an initial period of twelve (12) months (the "Initial Term"). Thereafter, this Agreement shall automatically renew for successive one (1) year periods (each, a "Renewal Term") unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

Either party may terminate this Agreement for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach. Provider may terminate this Agreement immediately upon written notice if Client fails to pay any undisputed amounts when due and such failure continues for fifteen (15) days after written notice thereof.

Provider agrees to provide the warehousing, fulfillment, shipping, and related services described in the applicable Order Form or Statement of Work (collectively, the "Services"). Provider shall perform the Services in a professional and workmanlike manner, in accordance with industry standards.

Client shall be responsible for ensuring that all products shipped to Provider's facilities comply with all applicable laws and regulations and do not contain any hazardous, illegal, or perishable materials unless explicitly agreed upon in writing by Provider.

Client shall pay Provider the fees set forth in the applicable Order Form or pricing schedule. Provider reserves the right to adjust its fees annually upon thirty (30) days prior written notice to Client, provided that such increase shall not exceed standard industry inflation rates unless justified by carrier price increases.

Invoices shall be issued monthly and are due upon receipt. Any amounts not paid within fifteen (15) days of the invoice date shall accrue interest at a rate of 1.5% per month or the highest rate permitted by law, whichever is less.

Both parties agree that during the course of this Agreement, they may receive or have access to confidential or proprietary information of the other party ("Confidential Information"). The receiving party agrees to hold the disclosing party's Confidential Information in strict confidence and to use it only for the purpose of performing its obligations under this Agreement.

The obligations of confidentiality shall not apply to information that (a) is or becomes publicly known through no fault of the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or court order.

Client agrees to indemnify, defend, and hold harmless Provider and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses (including reasonable attorneys' fees) arising out of or related to (a) Client's products; (b) Client's violation of any applicable law or regulation; or (c) Client's breach of this Agreement.

Provider agrees to indemnify, defend, and hold harmless Client from any third-party claims arising directly from Provider's gross negligence or willful misconduct in the performance of the Services.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Client is solely responsible for maintaining adequate property and liability insurance covering its products while stored at Provider's facilities. Provider's liability for lost, damaged, or stolen inventory is strictly limited to the declared value standard of $0.50 per pound or the actual manufacturing cost, whichever is less, up to a maximum aggregate limit of $5,000 per occurrence.

Provider shall maintain comprehensive general liability and worker's compensation insurance in amounts customary for the third-party logistics industry.

Each party retains all right, title, and interest in and to its own intellectual property. Nothing in this Agreement shall be construed to grant either party any rights to the other party's intellectual property, except for a limited, non-exclusive license to use such intellectual property solely as necessary to perform the Services or exercise rights under this Agreement.

Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, labor disputes, natural disasters, or interruptions in transportation or communication networks.

The relationship of the parties hereunder is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

During the term of this Agreement and for a period of one (1) year thereafter, Client shall not, directly or indirectly, solicit or attempt to solicit any employee or contractor of Provider to leave their employment or engagement with Provider.

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The number of arbitrators shall be one. The place of arbitration shall be Phoenix, Arizona. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Client may not assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of Provider. Provider may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without giving effect to any choice or conflict of law provision or rule.

All notices under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by certified or registered mail (return receipt requested), or sent by recognized overnight courier to the addresses set forth in the Order Form or such other address as a party may designate in writing.

This Agreement, including any exhibits and Order Forms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.

No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

The headings and captions in this Agreement are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.