Fulfillment Terms and Conditions

TERMS AND CONDITIONS

Version 2019.04.25

Date Last Updated: 4/25/2019

This Agreement is between iPRINT AND SHIP LLC, a NEVADA Limited Liability Company (hereafter referred to as “IPS”) and the Company as specified in the CLIENT Terms and Pricing document signed by the Company (hereafter referred to as “CLIENT”).

The purpose of this Agreement is to establish a vendor fulfillment relationship between IPS and the CLIENT. The CLIENT agrees to have IPS perform the services contained in this Agreement and the CLIENT Fee and Pricing document. During the term of this Agreement including the Renewal Terms, the Parties are subject to the terms and conditions of this Agreement including IPS policies.

1. SERVICES

Services provided to CLIENT by IPS include the following in the TERMS AND CONDITIONS and any other services specified in the CLIENT Fee and Pricing document signed by the CLIENT (collectively hereafter referred to as the “Agreement” and the “Services” respectively):

1.1A Pick and pack items on behalf of CLIENT to send orders directly to CLIENT’S customers based on the order being received in IPS’ electronic system.

1.1B IPS will package the orders for the CLIENT based on its internal practices and procedures.

1.1C Inventory and store the products being used for fulfillment services for CLIENT.

1.1D Receive products and inventory from CLIENT (or receive products from CLIENT’S vendors).

1.1E Receive returns from CLIENT’S customers.

1.1F Maintain a summary of the orders shipped and received each week.

1.1G Create custom apparel and custom merchandise for CLIENT where specified by CLIENT (in some instances such in the case of t-shirts this may be print on demand).

1.1H Perform any special services and special projects (example: light assembly, etc.) for the CLIENT that are agreed to in written communication by both IPS and CLIENT.

2. TERM

The Agreement will start and continue on automatically renewing monthly terms. Either Party may cancel this Agreement by providing 45 days’ written notice to the other Party as per the Cancellation procedure. (See Cancellation Procedure.) The CLIENT will still be obligated to pay for all past due balances and for all fees specified in the Terms and Conditions and the CLIENT Fee and Pricing document until the work ceases.

3. SERVICES AND BILLING

3.1 Services: IPS will provide the services and will invoice CLIENT as follows (depending on the services being utilized by the CLIENT; (See the fee schedule in your CLIENT Fee and Pricing document.):

3.2 Pick, Pack, Shipping, and Packing Charges. IPS shall invoice CLIENT for pick, pack, shipping, and packaging charges weekly for the pick, pack and ship services performed during the previous week; the invoice will include charges for packaging for the previous week. IPS recommends custom branded packaging when possible.

3.3 Printing: IPS will print specified items for CLIENT. Prior to commencing printing, CLIENT will approve proofs, mock-up, design files, et al. that are provided by IPS to CLIENT. Such items will be billed to CLIENT weekly for the printing performed during the previous week.

3.4 Printing Charges: IPS and CLIENT shall agree prior to services commencing on printing for fees to be charged based (at least in part) on IPS’ pricing structure in the CLIENT Fee and Pricing document.

3.5 Shipping Deposit and Billing: A shipping deposit will be required from CLIENT five days prior to IPS commencing shipping packages for CLIENT.

The deposit amount will be based on 2 weeks (10 business days/14 calendar days including weekends) of projected shipment volume and IPS’ then in affect shipping rates. For example, if CLIENT’S projected shipment volume is 1000 shipments AND $3.33 is the projected per unit shipping expense based on projected weights and measures, then the deposit amount would be $3,330. The shipping deposit can be paid via credit card, ACH or wire. If paid via PayPal or credit card a 3% non-refundable fee will be added to the deposit amount.

IPS in its discretion may refund the deposit or lower the deposit amount. The deposit amounts will be evaluated on the first Monday of each month. If CLIENT’S projected shipping amount is expected to increase, IPS may request, invoice, and charge an increase in the deposit amount (based on 2 weeks of shipping volume). A 3% (three percent) merchant fee will be added to all shipping costs that are paid via credit card or PayPal by CLIENT.

If CLIENT fails to pay a bill on time, IPS may use deposit to pay such bill. CLIENT will then be required to replenish such deposit prior to IPS recommencing shipping. (Since the CLIENT is generally supposed to maintain a credit card with IPS, this should not be an issue.)

3.6 Storage. IPS shall invoice CLIENT for Storage fees at the beginning of each calendar month if there are any storage fees due for the previous month. (See the fee schedule in your CLIENT Fee and Pricing document.)

3.7 Third Party Estimates. Any information provided to CLIENT by IPS about 3^rd party pricing (such as shipping and freight prices) are considered to be estimates only and are subject to change by 3^rd parties with or without notice.

3.8 Warehouse Removal Fees. IPS shall invoice CLIENT Warehouse removal fees upon notification that CLIENT wishes to have its items removed. Payment shall be made to IPS for inventory removal and any other outstanding fees BEFORE any product is removed from IPS’ facilities. In the event CLIENT requests inventory shipped to CLIENT or to a third party, IPS shall charge CLIENT $.35 (thirty-five cents) per unit plus shipping.

3.9 Inventory Receiving Fees. Inventory receiving fees will only be billed to CLIENT per the CLIENT’S fee schedule. The Receiving Fees, if any, will be billed at the beginning of the week for the prior week. (See CLIENT Fee and Pricing document.)

3.10 Inbound Freight Bills and International Shipments. If IPS helps the CLIENT by providing inbound freight and logistical support and the inbound freight is billed to IPS, IPS will bill CLIENT fees for the inbound freight. IPS, at its discretion, may require an advance deposit from the CLIENT for inbound freight. In the case on outgoing international shipments, there will be a surcharge of $0.50 per package and $1 per package for packages of less than 5 pounds and greater than 5 pounds respectively; this is in addition to any other fees listed in the CLIENT Fee and Pricing document.

3.11 Systems Integration/Setup Fees. IPS may charge CLIENT systems integration fees for web portal or any automation requested by CLIENT. These shall be charged on a case-by-case basis. The fees charged will depend on the depth and scope of the integration and will be mutually agreed upon via written communication prior to IPS commencing work.

3.12 Credit Card Billing/Terms. CLIENT will provide a credit card to IPS for billing purposes and the CLIENT gives IPS permission to charge this card (or any other credit cards subsequently provided to IPS) the fees in the Terms and Conditions (this document) and/or the fees in CLIENT Fee and Pricing document signed by the CLIENT and/or any other fees documented in writing between the two Parties (which could include special projects such as light assembly). In the rare event where the CLIENT pays by cash or wire, the CLIENT will provide a credit card to IPS for billing purposes as the prices are cash prices (and are due upon receipt), and in the event the CLIENT is late on a payment and the payment date passes, IPS has permission to charge the credit card previously provided by the CLIENT. CLIENT agrees to notify and update IPS of any changes to the credit card number (a replacement card) and keep an active credit card on file with IPS. Invoices shall be due and payable to IPS immediately, since the prices are “cash” prices.

3.13 U.S. Dollars. All prices are considered to be in U.S. dollars. Any costs IPS incurs as a result of foreign currencies or wire fees will be passed on to the CLIENT. IPS may charge the CLIENT an additional 3% processing fee for non-U.S. credit card transactions.

4. PRICING DISCREPANCIES AND ISSUES

If the pricing included Terms and Conditions conflicts with CLIENT Fee and Pricing document and/or any other document signed by the CLIENT and IPS, the document with the later date will govern the pricing only in those specific instances where there is a conflict. If CLIENT has any issues with any pricing or fees charged, CLIENT must state its issue in writing within 10 calendar days of being invoiced (the dispute period) or any such issues will be considered null and void. IPS has no obligation to consider any fee adjustments after the dispute period nor does CLIENT have any recourse after this period. All 3^rd party fees, including fees charged for shipping and carrier fees, will be deducted from all such disputes and IPS is not liable for any reimbursement or bill reduction for 3^rd party fees.

5. INVOICING OF CLIENT’S CUSTOMERS

The CLIENT will invoice its customers directly for the products sold to them and will be paid directly by its customers. IPS will not be a Party in these financial transactions between the CLIENT and its customers and will not be liable for any of these transactions.

6. VOLUME SPIKES

CLIENT agrees to inform IPS of any potential spikes in volume that may occur as a result of sales and marketing initiatives by CLIENT. Such shall include but not be limited to special deals, special promotions, new product launches and couponing.

7. SYSTEMS INTEGRATION

CLIENT agrees to allow IPS and its designates to have access to CLIENT’S order data through systems integration or login access to CLIENT’S systems. These systems can be but are not limited to CLIENT’S shopping cart software, CRM software, ecommerce platform, Amazon seller account and EBay seller account. CLIENT agrees to give IPS “Read Only” access to the appropriate systems. IPS agrees to access CLIENT’S systems for purposes of fulfilling on CLIENT’S orders, work on behalf of the CLIENT, and for doing business with the CLIENT.

8. RISK OF LOSS AND INSURANCE

At no time will IPS hold any ownership or title in the product(s) except in the event of inventory liquidation. The title and ownership will continue to be held by the CLIENT until such ownership passes to the CLIENT’S CUSTOMERS. At no time will IPS carry the risk of loss in the inventory. The CLIENT understands that it is the CLIENT’S responsibility to maintain insurance that covers its products in inventory. Many times, CLIENTS add the inventory as a storage location to the CLIENT’S insurance policy. The CLIENT is not required to have insurance for its inventory; however, IPS will bear zero liability for the inventory for any events or damage to the inventory. These events and occurrences that IPS will not be held liable for relating to inventory include fire, natural disaster, theft, shipment issues, errors, damaged inventory, missing inventory, inventory loss or damage of any kind, or any issues not listed. IPS is a third-party contractor and bears no liability for the business operation of the CLIENT. IPS’ obligations, guarantees, and services are provided on an “as is” and “as available” basis. IPS applies best efforts but makes no guarantees of performance. IPS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED INCLUDING, BUT NOT LIMITED TO, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TIMELINESS, AVAILABILITY OF IPS STAFF, SALES POTENTIAL FOR ANY AND ALL SERVICES PROVIDED BY IPS AND ANY THIRD PARTY SERVICES INCLUDING SHIPPING VENDORS. THE USE OF THE SERVICES IS AT THE CLIENT’S RISK. NEITHER IPS OR ITS REPRESENTATIVES ARE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, OR DAMAGES RELATED TO THIS AGREEMENT WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED. IPS LIABILITIES WILL NOT EXCEED THREE DAYS OF PACKING FEES, EXCLUDING CARRIER FEES OR OTHER 3^RD PARTY FEES.

9. INVENTORY LIQUIDATION

In the event CLIENT does not pay ALL monies due to IPS for services rendered including shipping and the CLIENT does not cure such default within 30 days, then IPS shall have the right consistent with local law to take possession and thereafter sell CLIENT’S inventory contained within IPS’ warehouse and/or storage facilities. In the event of such, IPS will first apply the proceeds of such sale to the costs of such sale, including reasonable legal fees, auctioneer fees, etc. Any monies remaining after the payment of such fees will be applied to any finance charges charged upon the unpaid invoices and finally to the invoices themselves. CLIENT will still be liable for any still unpaid fees. A liquidity event such as this will also deem this contract NULL AND VOID effective immediately, except for the CLIENT’S continued obligation to pay for any unpaid fees. CLIENT also consents and agrees to deliver any file or documentation required by law for the transfer of such interest to accomplish the inventory liquidation.

10. ATTORNEY’S FEES AND COSTS

IPS shall be entitled to the recovery and reimbursement of any reasonable attorney fees and associated costs, including mediation and/or arbitration costs, in enforcing this Agreement and collecting the fees from this Agreement including the CLIENT Fee and Pricing document.

11. MEDIATION AND ARBITRATION

If a dispute arises out of or relates to this Agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. If the dispute is not settled via mediation, the controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration (and arbitration will be the sole remedy for resolving the dispute) administered by the American Arbitration Association in accordance with its Commercial [or other] Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Parties will share equally the cost of a mediation or, if necessary, a mediator and arbitrator. If IPS has to engage mediation/arbitration to collect payment for services, then IPS will be entitled to a recovery of attorney fees and all expenses of mediation/arbitration.

12. FORCE MAJEURE

IPS will not be in breach of or in default under this Agreement on account of, and will not be liable to the other party for, any delay or failure to perform its obligations under this Agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that IPS’ reasonable control (each a “Force Majeure Event”).

13. SEVERABILITY

If any provision of this Agreement is held invalid, such provision shall be modified to the extent necessary to make such provision valid and enforceable and the remainder of the Agreement shall remain in full effect.

14. GOVERNING LAW

The laws of the state of Nevada, USA shall govern this Agreement (without giving effect to its conflicts of law principles).

15. AMENDMENTS

No amendment to this Agreement will be effective unless it is in writing and signed by both parties.

16. ASSIGNMENT AND DELEGATION

No Assignment. CLIENT shall not assign any of its rights under this Agreement, except with the prior written consent of IPS.

17. NOTICES

(a) Writing; Permitted Delivery Methods. Each party giving any notice, request, demand, or other communication required or permitted by this Agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this Agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), or nationally recognized overnight courier (fees prepaid). Notifications may be made to IPS by email as long as the email is sent to BOTH management@iprintandship.com and the CLIENT’S account manager. IPS may provide notice to the CLIENT to the email address associated with CLIENT Fee and Pricing document. A notice is effective only if the party giving notice complies with the stated notification requirements.

(b) Addresses. A party shall address notices to a party at the following addresses:

If to the CLIENT: At the mailing address and/or email address listed on the CLIENT Fee and Pricing document or other signed document(s) between IPS and the CLIENT.

If to IPS:

iPrint And Ship LLC

PO Box 422

Mansfield, PA 16933

management@iprintandship.com (if by email, the email notification will be email to this email address plus the CLIENT’S account manager).

18. CANCELLATION PROCEDURE

These Terms and Conditions will become effective when all parties have signed the CLIENT Fee and Pricing document. The CLIENT Fee and Pricing document specifies the pricing for various services. The date this Agreement is signed by the last party to sign it (as indicated by the date associated with that Party’s signature) will be deemed the effective date of the Agreement. If CLIENT provides the required cancellation notice and CLIENT is not indebted to IPS, IPS will have CLIENT’S inventory returned to CLIENT as requested after payment of all appropriate warehouse removal fees have been made to IPS. If IPS provides the required notice and this Agreement is terminated, IPS shall have CLIENT’S inventory returned to CLIENT in a timely manner once any indebtedness to IPS is cured. In the event this Agreement is terminated, CLIENT agrees to pay any outstanding balances under the terms in the Agreement including the removal fees.

19. HOLD HARMLESS

CLIENT agrees to follow all laws and regulations related to the sales of its products and agrees not to request IPS to violate any laws or regulations. CLIENT agrees to indemnify, defend, and hold harmless IPS, and its subsidiaries, affiliates, or other partners, and their officers, directors, agents, shareholders, employees and representatives, from and against any third party or vendor claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) arising out of or relating to this Agreement including claims of infringement of any intellectual property, any violations of government law or regulations relating to CLIENT’S products, or any CLIENT breach(es) related to this Agreement including failure of CLIENT to pay fees in this Agreement (including any attorney fees used to collect outstanding balances).

In no circumstances will IPS be liable for any Shipping fees, any damage done to any products, or inventory loss. The maximum limit of IPS’ liability under any circumstances is three days (3) of picking and packing fees. IPS encourages CLIENT to maintain insurance for its products as previously mentioned.

20. ENTIRE AGREEMENT

All prior and contemporaneous communications, negotiations, and Agreements between the parties relating to the subject matter of this Agreement are expressly merged into and superseded by this Agreement. The provisions of the Terms and Conditions may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this Agreement by, and neither party is relying on, any statement, representation, warranty, or Agreement of the other party except those set forth expressly in this document.

21. HEADINGS

The descriptive headings of the sections and subsections of this Agreement are for convenience only, and do not affect this Agreement’s construction or interpretation.