LPFS

This LetsPool! Distribution and Fulfillment Solutions Customer Agreement (this “Agreement”) contains the Terms and Conditions that govern your access to and use of our Services and is an agreement between you and your business you represent and LetsPool Corporation (“LetsPool!”), the “Parties.” By registering for or using the Services, you (on behalf of yourself or the business you represent) agree to be bound by the terms of this Agreement, including the Service Terms and Program Policies for each service you register for or use in connection with a particular LetsPool! site.

As used in this Agreement, “we,” “us,” and “LetsPool!” means the applicable LetsPool! Contracting Party and any of its applicable Affiliates, and “you” means the applicant (if registering for or using a Service as an individual), or the business employing the applicant (if registering for or using Service as a business) and any of its Affiliates. Capitalized terms have the meanings given to them in this Agreement. If there is any conflict between these General Terms and the applicable Service Terms and Program Policies, the General Terms will govern and the applicable Service Terms will prevail over the Program Policies.

1. Use of the Services

1.1 Generally. Customer may access and use the Services in accordance with this Agreement. Service Terms may apply to certain Services. Customer will comply with the terms of this Agreement and all laws, rules, and regulations applicable to its use of the Services. Any personal data provided to LetsPool! will be handled in accordance with the Privacy Notice.

1.2 Your Account. To access the Services, Customer must have an account associated with a valid e-mail address and a valid form of payment. Unless explicitly permitted by the Service Terms, Customer will only create one account per email address.

2. Title to Goods. Unless otherwise agreed to in writing, title to Goods will remain with Customer. Notwithstanding anything herein to the contrary, nothing in this Section 2 shall be deemed to waive or otherwise limit any lien rights that LetsPool! may have with respect to the Goods under applicable law and/or this Agreement.

3. Fees and Payments

3.1 Service Fees. We calculate and fees and charges when the pool is being created. We may bill you more frequently for fees accrued if we suspect that your account is fraudulent or at risk of non-payment. You will pay us the applicable fees and charges for use of the Services using one of the payment methods we support. All amounts payable by you under this Agreement will be paid to us without set-off or counterclaim, and without any deduction or withholding. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges to the applicable Fee Schedule. We may increase or add new fees and charges for any existing Services you are using by giving you at least 30 days’ prior notice. We may elect to charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments.

3.2 Taxes. As between the parties, Customer will be responsible for the collection, reporting, and payment of any and all of Your Taxes, except to the extent that (i) LetsPool! automatically calculates, collects, or remits taxes on your behalf according to applicable law; or (ii) LetsPool! expressly agrees to receive taxes or other transaction-based charges on your behalf in connection with tax calculation services made available by LetsPool! and used by Customer. All fees and payments payable by Customer to LetsPool! under this Agreement or the applicable Service Terms are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes), and Customer will be responsible for paying LetsPool! any of Your Taxes imposed on such fees and any deduction or withholding required on any payment.

4. Term and Termination

4.1 Term. The term in this Agreement will commence on the Effective Date and will remain in effect until terminated pursuant to this Agreement (the “Term”).

4.2 Termination.

(a) Termination for Convenience. You may at any time terminate your account or this Agreement immediately on notice to us via the LetsPool! website through the Contact Us form, or similar means. We may terminate your account or this Agreement for convenience.

(b) Termination for Cause. LetsPool! may suspend or terminate Customer’s use of any Services immediately if LetsPool! determines that:

(a) Customer’s Account(s) has been, or LetsPool!’s controls identify that it may be used for deceptive or fraudulent, or illegal activity;
(b) Customer’s use of the Services has harmed, or LetsPool!’s controls identify that it might harm, other sellers, customers, or LetsPool!’s legitimate interests;
(c) You have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability toward a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; or
(d) In order to comply with the law or requests of governmental entities.

4.3 Effect of Termination. Generally.

Upon the Termination Date:

5. Representation and Warranties; Warranty Disclaimers.

5.1 Mutual Representations and Warranties. Each party represents and warrants that (a) it has full power and authority to enter into and perform this Agreement, (b) the execution and delivery of this Agreement has been duly authorized, (c) it will comply with all applicable laws, rules, regulations and ordinances in the performance of this Agreement (and, in the case of Customer, the use of the Services), and (d) its performance hereunder does not breach any other agreement to which it is bound.

5.2 Warranty Disclaimers. THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED “AS-IS.” AS A USER OF THE SERVICES, YOU USE THE SERVICES AND YOUR ACCOUNT AT YOUR OWN RISK. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 5, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, LETSPOOL! AND ITS AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT AND THE SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.

6. Indemnification.

6.1 Customer Indemnification Obligations. Customer will defend, indemnify, and hold harmless LetsPool!, and its officers, directors, employees, and agents, against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to: (a) Customer’s non-compliance with applicable Laws; (b) the Goods, including the offer, sale, fulfillment, refund, cancellation, return, or adjustments thereof; (c) Your Materials; (d) any personal injury, death (to the extent the injury or death is not caused by LetsPool!), or property damage related to the Goods, Your Materials or Customer’s operations; (e) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; (f) noncompliance with Program Policies that result in a loss or damages; or (g) Customer’s breach of this Agreement.

6.2 LetsPool!’s Indemnification Obligations. LetsPool! will defend, indemnify and hold harmless you and your officers, directors, employees, and agents against any third-party Claim arising from or related to: (a) LetsPool!’s non-compliance with applicable Laws; or (b) allegations that the Services infringe or misappropriate that third party claimant’s Intellectual Property Rights, unless caused by any breach of this Agreement by the Customer or any acts, omissions, infringement or misappropriation of the Customer.

6.3 Process. If any indemnified Claim might adversely affect LetsPool!, LetsPool! may, to the extent permitted by applicable Law, voluntarily intervene in the proceedings at its expense. In no event will Customer agree to any settlement of any claim or entry of any judgment or enter into an agreement that involves any commitment without the prior written consent of LetsPool!, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.

6.4 Third Party Claims. BECAUSE LETSPOOL! IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMER AND THIRD-PARTIES, IF A DISPUTE ARISES BETWEEN CUSTOMER AND ONE OR MORE THIRD PARTIES, EACH PARTY RELEASES LETSPOOL! (AND ITS AFFILIATES, AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

7. Limitation of Liability. LETSPOOL! WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY) TO CUSTOMER OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY CUSTOMER OR CUSTOMER’S AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF LETSPOOL! HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, LETSPOOL!’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO LETSPOOL! IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.

8. Insurance. If the gross proceeds from Your Transactions exceed the applicable Insurance Threshold during any month, or otherwise if requested by us, then within 30 days thereafter, you will maintain at your expense throughout the remainder of the Term commercial general, umbrella or excess liability insurance with the Insurance Limits per occurrence and in aggregate covering liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations and bodily injury, with policy(ies) naming LetsPool! and its assignees as additional insured. At our request, you will provide to us certificates of insurance, the full insurance policy, or other documents we may request for the coverage to the following address: LetsPool! P.O. Box 515, Westfield, Indiana 46077, Attention: Risk Management.

9. Notice. LetsPool! will provide notice to you under this Agreement by posting changes to the applicable LetsPool! Services site to which the changes relate (such as the Developer Site accessible through your account), by sending you an email notification, or by similar means. You must send all notices and other communications relating to LetsPool! by email, the Contact Us form, or similar means. We may also communicate with you electronically and in other media, and you consent to such communications. You may change your e-mail addresses and certain other information in LetsPool! My Profile. You will ensure that all of your information is up to date and accurate at all times.

10. Miscellaneous

10.1 Independent Contractors. The parties are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between them. Customer will have no authority to make or accept any offers or representations on LetsPool!’s behalf. This Agreement will not create an exclusive relationship between the parties. Nothing expressed or mentioned in or implied in this Agreement is intended or will be construed to give any person other than parties to this Agreement any legal or equitable rights, remedy, or claim under or in respect to this Agreement. Customer is solely responsible for all obligations associated with the use of any third party service or feature that Customer permits LetsPool! to use on Customer’s behalf, including compliance with any applicable terms of use. Customer will not make any statement that would contradict anything in this section.

10.2 Governing Law; Venue. This agreement is governed by the laws of the State of Indiana, for any dispute arising out of this Agreement. Each party agrees to exclusively personal jurisdiction and venue in the federal and state courts in Hamilton County, Indiana, for any dispute arising out of this Agreement.

10.3 Services Licenses. As between the parties, LetsPool!, its Affiliates or its licensors own all right, title and interest in and to the Services. Subject to the terms of this Agreement, LetsPool! grants Customer a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the Services solely in accordance with this Agreement. Customer agrees it will not: (i) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Services; (ii) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services; or (iii) resell or sublicense the Services. During and after the Term, Customer will not assert, nor will it authorize, assist or encourage any third party to assert, against LetsPool! or any of its Affiliates, customers, vendors, business partners, or licensors any patent infringement or other intellectual property infringement claim regarding any Services you have used.

10.4 Trade Compliance. Customer will not directly or indirectly import, export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software, or technology to any country, individual, corporation, organization or entity to which such export re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Department of State, Treasury or Commerce, the European Union, or any other applicable government authority. Customer represents that it and the entities that own or control Customer, and the financial institutions used to pay LetsPool! under this Agreement, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the U.S. Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list, and the U.S. Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.

10.5 Suggestions. If Customer provides any Suggestions to LetsPool! or its Affiliates, LetsPool! will own all right, title, and interest in and to the Suggestions, even if Customer has designated the Suggestions as confidential. LetsPool! and its affiliates will be entitled to use the Suggestions without restriction. Customer hereby irrevocably assigns to LetsPool! all right, title and interest in and to the Suggestions and agrees to provide LetsPool! any assistance LetsPool! may require to document, perfect, and maintain LetsPool!’s rights in the Suggestions.

10.6 Password Security. Any password LetsPool! provides to Customer may be used only during the Term to use the Services. Customer is solely responsible for maintaining the security of its password. Customer may not disclose its password to any third party (other than third parties authorized by Customer to use its account in accordance with this Agreement) and are solely responsible for any use of or action taken under its password. If Customer’s password is compromised, Customer must immediately change its password.

10.7 Assignment. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void; provided, however, that upon notice to LetsPool!, you may assign or transfer this Agreement, in whole or in part, to any of your Affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction; or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for LetsPool! as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. LetsPool! retains the right to immediately suspend services or refuse to fulfill any order for any unlawful items, or any items otherwise prohibited by applicable Program Policies and Excluded Items.

10.8 Force Majeure. LetsPool! will not be liable for any delay, damage, loss or any failure to perform any of its obligations under this Agreement by reasons, events or other matters beyond our reasonable control, including, without limitation, acts of God, earthquakes, floods, hurricanes, tsunamis, fire, catastrophe, acts of war, civil or military disturbances, acts of terrorism, sabotage, strikes, work stoppages, lockouts, accidents, nuclear catastrophes, epidemics, pandemics (as defined by the World Health Organization) or other medical crisis, sanctions, embargoes, confiscation, seizure, government actions, insurrections, riots, civil commotions and loss of electrical or other sources of power.

10.9 Entire Agreement. This Agreement incorporates the Service Terms, Program Policies and LetsPool! Contracting Party by reference and is the entire agreement between Customer and LetsPool! regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between Customer and LetsPool!, whether written or verbal, regarding the subject matter of this Agreement. LetsPool! will not be bound by any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) including for example, any term, condition or other provision: (a) submitted by Customer in any order, receipt, acceptance, confirmation, correspondence or other document; (b) related to any online registration, response to any Request for Bid, Request for Proposal, Request for Information, or other questionnaire; or (c) related to any invoicing process that Customer submits or requires LetsPool! to complete. If the terms of this document are inconsistent with the terms contained in any Policies or LetsPool! Site, the terms contained in this document will control, except that (i) the Service Terms will control over this document and (ii) the LetsPool! Site will control over this document with respect to any accounts associated with a LetsPool! Contracting Party that is added to this Agreement pursuant to Section 10.14. No modification or amendment of any portion of this Agreement will be effective unless in writing and signed by the parties to this Agreement.

10.10 No Waivers. The failure by a party to enforce any provisions of this Agreement will not constitute a present or future waiver of such provision nor limit such party’s right to enforce such provision at a later time. All waivers by a party must be provided in accordance with the Notice provisions of Section 9 to be effective.

10.11 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to give effect to the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

10.12 No Third-Party Beneficiaries. This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

10.13 Language. All communications and notices to be made or given pursuant to this Agreement must be in the English language. If LetsPool! provides a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is a conflict.

10.14 Account Servicing; Addition of LetsPool! Contracting Parties. The LetsPool! Contracting Party for each account is identified on the LetsPool! Site and is determined based on the geographic location associated with each such account. The LetsPool! Contracting Party for each account is solely responsible for providing the Services and for all of LetsPool!’s obligations under this Agreement for each such account. If the geographic location associated with a new or existing account is set or changed to a location that corresponds to a party on the LetsPool! Site that is not yet a party to this Agreement, then such party independently offers the terms of this Agreement (including any applicable terms that may be specified on the LetsPool! Site) to Customer. Unless Customer is notified otherwise by LetsPool!, such party will be added to this Agreement as a LetsPool! Contracting Party as of the date of the setting or change, without any further action required by the parties.

11. Definitions. Defined terms used in this Agreement with initial letters capitalized have the meanings given below:

“Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.

“LetsPool! Contracting Party” means each party identified on the LetsPool! Site that is or becomes a party to this Agreement.

“LetsPool! Site” means the LetsPool! website where customers may sign up for distribution and fulfillment services (and any successor or related locations designated by LetsPool!), as may be updated by LetsPool! from time to time.

“Content” means copyrightable works under applicable Law and content protected by database rights under applicable Law.

“Customer” means a person (if registering for or using a Service as an individual) or the entity you represent (if registering for or using a Service as a business) and any of its Affiliates.

“Disputed Amounts” means amounts disputed by Customer in a written notice and in good faith as billing errors.

“Goods” means a unit of product that Customer delivers or otherwise provides to LetsPool! in connection with the Multi-Channel Fulfillment and/or Warehousing and Distribution Services.

“Elected Country” means each country for which you register or elect to use a Service.

“Fee Schedule” means the fees outlined on the applicable Service Terms Policy page.

“Intellectual Property Right” means any patent, copyright, Trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.

“Law” means any law, ordinance, rule, regulation, order, license, permit, judgment, decision or other requirement, now or in the future in effect, of any governmental authority (e.g., on a federal, state, or provincial level, as applicable) of competent jurisdiction.

“Policies” means the Service Terms, Privacy Policy, and Program Policies.

“Privacy Notice” means the privacy notice located at http://www.LetsPool!.com/privacy (and any successor or related locations designated by LetsPool!), as may be updated by LetsPool! from time to time.

“Program Policies” means thewritten policies and procedures provided by LetsPool! in connection with the Services.

“Service Terms” means the service terms applicable to each Service, which are made part of this Agreement upon the date you elect to register for or use the applicable Service, and any subsequent modifications we make to those terms.

“Services” means all the services provided by LetsPool! under this Agreement, including without limitation, the Services that have Service Terms.

“Suggestions” means all suggested improvements to the Services that Customers provides to LetsPool!.

“Technology” means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles, and discoveries protected or protectable under the Laws of any jurisdiction: (b ) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.

“Termination Date” means the effective date of termination provided in a notice in accordance with Section 4.

“Trademark” means any trademark, service mark, trade dress (including proprietary “look and feel”), trade name, other proprietary logo or insignia, or any other source or business identifier, protected or protectable under any Laws.

“Your Materials” means all Technology, Trademarks, Content, product information, data, materials, and other items or information provided or made available by Customer or its Affiliates to LetsPool! or its Affiliates.

“Your Taxes” means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption, and other taxes, regulated fees, levies (specifically environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason (a) in connection with any advertisement, offer or sale of products or services by you on or through or in connection with the Services; (b) in connection with any products or services provided for which the Goods are, directly or indirectly, involved as a form of payment or exchange; (c) otherwise in connection with any action, inaction, or omission of you or your Affiliates, or any Persons providing products or services, or your or their respective employees, agents, contractors, or representatives, for which the Goods are, directly, indirectly, involved as a form of payment or exchange.

Multi-Channel Fulfillment Service Terms

These Multi-Channel Fulfillment (MCF) Service Terms are part of the Agreement, but, unless specifically provided otherwise, concern and apply only to your participation in the MCF service.

A(1) The Goods. You must apply to register each Good(s) you offer that you wish to include in the MCF program. We may refuse registration of any product, including on the basis that it is an Excluded Product or that it violates applicable Program Policies. Subject to the Agreement, you may at any time withdraw registration of any of the Goods from the Services.

A(2) Product and Shipping Information. You will, in accordance with applicable Program Policies, provide accurate and complete information about the Goods. You will promptly update any information about the Goods in accordance with our requirements and as necessary so that the information is at all times accurate and complete.

A(3) Shipping to LetsPool!

A(3.1) Except as otherwise provided in Section A(3.4) and Section A(5), MCF is limited to Goods that are shipped to and from fulfillment centers located within the applicable Elected Country, to be delivered to customers in the same Elected Country only. You will ship Goods to us in accordance with applicable Program Policies. You will be responsible for all costs incurred to ship the Goods to the shipping destination (including costs of freight and transit insurance) and LetsPool! will not pay any shipping costs. You are responsible for payment of all customs, duties, taxes, and other charges. In the case of any improperly packaged or labeled Goods, we may return the Good(s) to you at your expense (pursuant to Section A(7) or re-package or re-label the Good(s) and charge you an administrative fee.

A(3.2) You will not deliver to us any Unsuitable Goods; we may reject any shipment of The Goods.

A(3.3) If you ship Goods from outside the applicable Elected Country to fulfillment centers, you will list yourself as the importer/consignee and nominate a customs broker. If LetsPool! is listed on any import documentation, LetsPool! reserves the right to refuse to accept the Goods covered by the import documents and any costs assessed against or incurred by LetsPool! will be charged to you, deducted from amounts payable to you, or by other method at our election.

A(3.4) Whether transportation is paid for by you or LetsPool!, risk of loss for the Goods will not pass to LetsPool! until we accept the Goods and LetsPool! assumes no risk of loss while the Goods are in the possession of any third-parties, including third-party carriers. You or your designated agent will be the importer or exporter of record, as applicable, on all cross border transfers, returns, and other shipments of Goods between you and us will not list us as the importer or exporter of record on any import, export, or other customs documentation, and will ensure that all cross-border transfers, Goods returns and other shipments comply with all import, export and other applicable laws and regulations. Under no circumstances will we be the exporter of record for cross border shipments of Goods from you to us. As the importer or exporter of record, you or your designated agent will be responsible for payment of any taxes, duties or fees, and will be responsible for all required record keeping, registration, reporting or licensing.

A(3.5) If we expressly agree to act as the importer or exporter of record, you will electronically prepare and submit all documents required to export Goods or to bring, distribute, and sell those Goods in the destination country, you represent and warrant that all documents and the information contained in such documents are complete, accurate, and up to date, and you will pay any additional fees or charges due to insufficient or incorrect documentation. We will incur no liability arising from any assistance we provide in preparing any documentation or otherwise.

A(3.6) You will immediately notify LetsPool! if the characteristics of any of the Goods tendered to LetsPool! will be likely to cause damage to LetsPool!’s premises or to other products that may be stored by LetsPool!.

A(3.7) You represent that none of the Goods stored, or will be stored in the future with LetsPool! are adulterated, flammable, hazardous or dangerous materials or articles, explosives or pesticides, as defined under regulated federal, state or local laws, statutes, ordinances, or regulations, and that any Goods stored, or will be stored by LetsPool! will have the necessary registration, permits, licenses or similar approvals under federal, state or local laws, statutes, ordinances or regulations from the time of tender and as long as the Goods are in the custody of LetsPool!.

A(4). Storage

A(4.1) You will tender all Goods for storage to the warehouse, delivered in a separate manner, properly marked and packaged for handling. Customer will provide an electronic record showing the Goods to be kept and accounted for separately. If the Goods tendered by you do not match the description provided by you, then we may refuse to accept the Goods. If we choose to accept the Goods, you agree to pay the rates and charges set forth in the Agreement. We will not guarantee the condition of such Goods under any circumstances including but not limited to hidden, concealed, or latent defects in the Goods. Concealed shortages, damage or tampering will not be responsibility of LetsPool!. In no event will LetsPool! be liable for loss or damage caused by events covered in the Force Majeure section of the Agreement or the inherent vice or nature of the Goods.

A(4.2) We will provide storage services as described in these Service Terms once we confirm receipt of delivery. We will keep electronic records that track inventory of Goods by identifying the number of Goods stored in any fulfillment center. We will not be required to physically mark or separate Goods from other inventory goods (e.g., products with the same LetsPool! standard identification number) owned by us, our Affiliates or third parties in the applicable fulfillment center(s). If we elect to commingle Goods with such other inventory goods, both parties agree that our records will be sufficient to identify which products are Goods. We may move Goods among facilities. If there is a loss of or damage to any Goods while they are being stored, we will, compensate you in accordance with the Agreement, and you will, at our request, provide us a valid tax invoice for the compensation paid to you. If we compensate you for a Good, we will be entitled to dispose of the Good(s) pursuant to Section A(7). At all other times, you will be solely responsible for any loss of, or damage to, any Goods. Our confirmed receipt of delivery does not: (a) indicate or imply that any Good has been delivered free of loss or damage, or that any loss or damage to any Good later discovered occurred after confirmed receipt of delivery; (b) indicate or imply that we actually received the number of Good(s) specified by you for such shipment; or (c) waive, limit, or reduce any of our rights under the Agreement. We reserve the right to change scheduling restrictions and volume limitations on the delivery and storage of your inventory in fulfillment centers and you will comply with any of these restrictions or limitations.

A(5) Fulfillment

As part of our Services, we will ship the Goods from our inventory to the shipping address in the Elected Country included in valid customer orders, or submitted by you as part of the Services. We also may ship Goods separately that are included in a single Fulfillment Request. If you participate in our export fulfillment services, we will also ship the Goods that we determine to be eligible (each, a “Foreign-Eligible Product”) to Foreign Address within countries we determine to be eligible for foreign shipments, subject to the additional terms on foreign shipments in the applicable Service Terms.

A(6) Customer Returns

A(6.1) You will be responsible for and will accept and process returns of, and provide refunds and adjustments for, any Goods in accordance with the Agreement (including the applicable Service Terms and Program Policies).

A(7) Returns to You and Disposal

A(7.1) You may, at any time, request that Goods be returned to you or that we dispose of Goods, at your expense.

A(7.2) We may with notice return Goods to you, including upon termination of these Service Terms. Returned Goods will be sent to your designated shipping address. However, if (a) the designated shipping address we have for you is outdated or incorrect, (b) you have not provided or, upon our request, confirmed a designated shipping address in the Elected Country, or (c) we cannot make arrangements for you to pay for the return shipment, then the Goods(s) will be deemed abandoned and we may elect to dispose of them as appropriate based on the inventory (e.g., by selling, recycling, donating, or destroying it) and retain any proceeds we may receive from the disposal.

A(7.3) You may, at any time, request that we dispose of Goods. In this case, we may dispose of these Goods as appropriate based on the inventory (e.g., by selling, recycling, donating, or destroying it) and retain any proceeds we may receive from the disposal. Title to each disposed Good will transfer to us (or a third party we select such as a charity) at no cost, free and clear of any liens, claims, security interests or other encumbrances to the extent required to dispose of the Good, and we may retain any proceeds, we may receive from the disposal.

A(7.4) You will promptly notify us of any recalls or potential recalls, or safety alerts of any of the Goods and cooperate and assist us in connection with any recalls or safety alerts, including by initiating the procedures for returning items to you under our standard processes. You will be responsible for all costs and expenses you, we, or any of our or your Affiliates incur in connection with any recall or potential recall or safety alerts of any of the Goods (including the costs to return, store, repair, liquidate, or deliver to you or any vendor any of these products). LetsPool! does not assume any responsibility for implementing any recall, identifying the need for a recall or reporting potential product issues to any federal or state authority.

A(8) Compensation for Fulfillment Services

NEED REVIEW FOR THIS ONE
A(8.1) Handling and Storage Fees. In addition to your obligations under Section 3 of the Agreement, you will pay us the applicable fees described in the applicable fee schedule. You will be charged the Storage Fees beginning on the day (up to midnight) that the Good(s) arrives at a fulfillment center and is available for fulfillment by LetsPool! (or in the case of any Unsuitable Goods), the arrival day (up to midnight)), until the earlier of: (a) the day (up to midnight) we receive a valid customer order for such product or a request from you to return or dispose of the Good(s); or (b) the day (up to midnight) we actually ship the Good(s) to your designated return location or dispose of the Good(s).

A(8.2) Proceeds. We may as appropriate keep part of or all proceeds of any Goods that we are entitled to dispose of pursuant to A(7) above, or to which title transfers, including returned, damaged, or abandoned Goods. You will have no security interest, lien, or other claim to the proceeds that we receive in connection with the sale, fulfillment, and/or shipment of these Goods.

A(9) Transfer of Goods

A(9.1) Instructions related to the transfer Goods will not be effective until delivered and accepted by LetsPool!, and all charges until the Goods are accepted by LetsPool!, will be charged to the Customer. If a transfer involves the rehandling of Goods, it will be subject to rates and charges agreed to in the Agreement. When Goods in storage are transferred from one party to another by a new warehouse receipt, the new storage date is the date of transfer.

A(9.2) Unless otherwise agreed by the parties, LetsPool! may move Goods within the warehouse in which they are stored as LetsPool! deems necessary to maintain storage and handling efficiencies. LetsPool! may move goods to another warehouse operated by LetsPool! only with prior written consent of Customer.

A(9.3) If LetsPool! determines that the quality or condition of the Goods at the time of deposit are a hazard to other property or to the warehouse or to persons, LetsPool! will notify you and you immediately remove them from the warehouse. Until the Goods can be removed, LetsPool! may remove from the warehouse and will not incur any liability for removing said Goods.

A(9.4) If LetsPool! has a good faith belief that the Goods are about to deteriorate or decline in value to less than the amount of LetsPool!’s lien before the end of the next succeeding storage month, LetsPool! may notify Customer in writing of a reasonable time for removal of the goods and in case the goods are not removed, may dispose of them in accordance with applicable laws.

A(10) Fulfillment Center Handling

A(10.2) LetsPool! will not be liable for any demurrage, delays in unloading inbound shipments, or delays in obtaining, and loading vehicles for outbound shipments.

A(10.3) LetsPool! reserves the right to assist third-party delivery drivers with loading and unloading items on LetsPool!’s dock, if there is an issue with the weight or dimension of the Goods, bulky items, floor loaded food products, carton or bagged Goods, or for any other reasons at our sole discretion. Labor furnished by LetsPool! under these circumstances will be chargeable to the Customer.

A(10.4) Customer agrees that LetsPool! will not store any flammable, hazardous wastes, items of high value that LetsPool! has not been made aware of their value, or any alcoholic beverages in states where LetsPool! does not provide such service.

A(11) Damages and Shortages

A(11.1) LetsPool! will not be liable for any loss, damage, or injury to Goods stored unless such loss, damage, or injury resulted from the failure by LetsPool! to exercise reasonable care, and LetsPool! is not liable for losses, damages or injuries which could not have been avoided by the exercise of such care. LetsPool! will be liable for loss, damage or shortage to Customer’s products which (a) occurs from and after the date of the Customer’s receipt of the Good(s) and while such Good(s) remains in LetsPool!’s care, custody and control, and in addition (b) is the result of LetsPool!’s breach of default under any of the terms of the Agreement; provided LetsPool!’s liability for such loss, damage and shortage will be limited to Customers’ invoice value of the Goods at the time of damage. LetsPool! will not be liable, in any amount, for any loss, damage or shortage occasioned by Customer’s negligence, third party’s negligence (including but not limited to, motor carriers), or any inherent defect in Customer’s product or packaging.

A(12) Claims

A(12.1) You will immediately notify LetsPool! of any loss or damage, however caused, to Goods handled under the terms of the Agreement.

A(12.2) You will present any claims for loss or damage to Goods in writing to LetsPool! either 30 days after delivery of Goods by LetsPool! or 30 days after you are notified by LetsPool! that loss or injury to part or all of the Goods has occurred, which ever time is shorter. Each claim must contain information necessary to identify the Goods affected, the basis for liability and the amount of the alleged loss or damage, as well as all appropriate supporting documentation which must include: a summary of claims for both damaged and shortages of items, a report of individual carton ID’s and their appropriate claims designation, including claim value, and individual claim forms for each claim that is supported by the report also provided.

A(12.3) LetsPool! will not liable to you or others for loss or injury to the Goods stored or carried unless you submit a claim in accordance with this section and unless you commence action either within 3 months after date of delivery by LetsPool! or within 3 months after you are notified that loss or injury to part or all of the Goods has occurred, whichever time is shorter. Any such action will be pursued in accordance with Section 10.2 of the Agreement and is subject to binding arbitration.

A(13) Lien

A(13.1) You represent and warrant that you are lawfully in possession of the Goods and have the right and authority to contract with LetsPool! for the Services contemplated by the Agreement related to those Goods. As to all Goods in LetsPool!’s possession, LetsPool! shall have a general Warehouseman’s lien for any unpaid charges and associated expenses.

A(14) The Authority

A(14.1) You authorize LetsPool! to enter into all and any contracts on your behalf as may be necessary or desirable to fulfill your shipping instructions given to us under the Agreement.

A(14.2) Where third-party providers are used, you will be noted as “shipper” and/or “consignor” on any bill of lading or other relevant document. Any contract of carriage arising in relation to the shipment will be between you and the third-party provider, with us acting as agent only.

A(15) No Carriage Services

A(15.1) These MCF Service Terms are not intended to be and will in no event be construed as a contract-for-carriage. Transportation services rendered by LetsPool! in conjunction with warehousing and/or distribution handling services are done strictly in capacity as Customer’s agent and property broker, as defined under 49 USC § 13102 for purpose of transportation services under these MCF Service Terms. As such, the liability of LetsPool! for transportation services shall be limited to circumstances of independent negligence in capacity as property broker and neither Company nor any Company Affiliate will in any event be liable to Customer for carriage of Goods arranged LetsPool!.

A(16) Shrinkage

A(16.1) Customer agrees to a damage and inventory shrinkage allowance (applied annually on a calendar year basis) or 0.2% of the annual total inbound and outbound Goods. In the case of loss, damage, or destruction to the Goods for any reason or mysterious disappearance within the shrinkage allowance, however caused, LetsPool! will not be liable.

Multi-Channel Fulfillment Definitions

“Excluded Product” means the items described on the applicable LetsPool! Site, any other applicable Policy, or any other information made available you by LetsPool!.

“Foreign Address” means (a) if the Elected Country is the United States, any mailing address that is not (I) within the 50states of the United States or Puerto Rico, or (ii) an APO/FPO address; and (b) if the Elected Country is not the United States, any mailing address that is not within the Elected Country.

“Fulfillment Request” means a request that you submit to us (in accordance with the standard methods for submission prescribed by us) to fulfill one or more Multi-Channel Fulfillment Goods.

“Multi-Channel Fulfillment Goods” Fulfillment Request for any good fulfilled by LetsPool!, but not sold through a LetsPool! site.

“Shipping Information” means with respect to any purchase Good(s), the following information: the name of the recipient, the shipping address, the quantity of units to be shipped, and any other shipping-related information we may reasonably request.

“Unsuitable Good” means a Good: (a) that is defective, damaged, unfit for a particular purpose, or lacking required label(s); (b) the labels for which were not properly registered with LetsPool! before shipment or do not match the product that was registered; (c) that is an Excluded Product or does not comply with the Agreement (including applicable Service Terms and Program Policies); (d) that LetsPool! determines is unsellable or unfulfillable; or (e) that LetsPool! determines is otherwise unsuitable.

LWD Service Terms

These LetsPool! Warehousing and Distribution (LWD) Service Terms are part of the Agreement, but, unless specifically provided otherwise, concern and apply only to your participation in the Warehousing and Distribution Service.

B(1) Applicable Services

B(1.1) The LWD Service Terms apply to all warehousing and distribution handling services performed by LetsPool! or a LetsPool! Affiliate. LWD provides a simplified, upstream bulk storage solution from its distribution centers to downstream cross docks, and to off-LetsPool! locations.

B(2) The Goods

B(2.1) You must register each Good(s) you offer to be included in the LWD program. We may refuse registration of any product, including any Excluded Product or product that violates applicable Program Policies. Subject to the Agreement, you may at any time withdraw registration of any of the Goods from the Services.

B(3) Product and Shipping Information

B(3.1) In accordance with applicable Program Policies, you will provide accurate and complete information about the Goods. You will promptly update any information about the Goods in accordance with our requirements and as necessary so that the information is at all times accurate and complete.

B(4) Shipping to LetsPool!

B(4.1) Except as otherwise provided in Section B(4.4) and Section B(16), LWD is limited to Goods that are shipped to and from distribution centers located within the applicable Elected Country, to be delivered to customers in the same Elected Country only. You will ship Goods to us in accordance with applicable Program Policies. You will be responsible for all costs incurred to ship the Goods to the shipping destination (including costs of freight and transit insurance) and LetsPool! will not pay any shipping costs. You are responsible for payment of all customs, duties, taxes, and other charges. In the case of any improperly packaged or labeled Goods, we may return the Good(s) to you at your expense (pursuant to Section B(6)) or re-package or re-label the Good(s) and charge you an administrative fee.

 B(4.2) You will not deliver to us any Unsuitable Goods; we may reject any shipment of The Goods. You agree to provide information that is accurate, complete and sufficient to allow LetsPool! to comply with this Agreement and all laws and regulations concerning the storage and handling of Goods. You will promptly notify LetsPool! if any Goods: (a) require special storage, handling, packaging, material, equipment or precautions; (b) may be hazardous or dangerous to persons or property, including LetsPool!’s employees, subcontractors or agents, whether by handling or exposure; (c) are defined as hazardous materials under any federal, state or local law or regulation governing the environment; or (d) are or should reasonably believed or known to be likely to cause damage to LetsPool!’s premises or equipment, or to other goods that may be stored by LetsPool!. LetsPool!, in its sole discretion, may reject any Goods outlined in (a)-(d) or that reasonably might cause infestation, contamination, or damage to other goods.

B(4.3) If you ship Goods from outside the applicable Elected Country to distribution centers, you will list yourself as the importer/consignee and nominate a customs broker. Unless without prior consent and approval, if LetsPool! is listed on any import documentation, LetsPool! reserves the right to refuse to accept the Goods covered by the import documents and any costs assessed against or incurred by LetsPool! will be charged to you, deducted from amounts payable to you, or by other method at our election.

B(4.4) Risk of loss for the goods will not pass to LWD until we confirm that we have checked, scanned and stowed the Goods and there is no issues or defects with said Goods. LWD assumes no risk of loss while the Goods are in the possession of any third-parties, including third-party carriers. You or your designated agent will be the importer or exporter of record, as applicable, on all cross border movements, returns, and other shipments of Goods between you and us will not list us as the importer or exporter of record on any import, export, or other customs documentation, and will ensure that all cross-border movements, Goods returns and other shipments comply with all import, export and other applicable laws and regulations. Under no circumstances will we be the exporter of record for cross border shipments of Goods from you to us. As the importer or exporter of record, you or your designated agent will be responsible for payment of any taxes, duties or fees, and will be responsible for all required record keeping, registration, reporting or licensing.

B(4.5) If we expressly agree to act as the importer or exporter of record, you will electronically prepare and submit all documents required to export Goods or to bring, distribute, and sell those Goods in the destination country, you represent and warrant that all documents and the information contained in such documents are complete, accurate, and up to date, and you will pay any additional fees or charges due to insufficient or incorrect documentation. We will incur no liability arising from any assistance we provide in preparing any documentation or otherwise.

B(4.6) You represent that (i) none of the Goods stored, or will be stored in the future with LetsPool! are adulterated, flammable, hazardous or dangerous materials, waste, or articles, explosives or pesticides (as defined under regulated federal, state or local laws, statutes, ordinances, or regulations), items of high value that LetsPool! has not been made aware of their value, or any alcoholic beverages in states where LetsPool! does not provide such service , (ii) that any Goods stored, or will be stored by LetsPool! will have the necessary registration, permits, licenses or similar approvals under federal, state or local laws, statutes, ordinances or regulations from the time of tender and as long as the Goods are in the custody of LetsPool! and (iii) it is lawfully possessed of the Goods and has the right and authority to deliver them to and store them with LetsPool!.

B(5) Storage

B(5.1) You will tender all Goods for storage to the warehouse, delivered in a separate manner, properly marked and packaged for handling. Customer will provide an electronic record showing the Goods to be kept and accounted for separately. If the Goods tendered by you do not match the description provided by you, then we may refuse to accept the Goods. If we choose to accept the Goods, you agree to pay the rates and charges set forth in the Agreement. We will not guarantee the condition of such Goods under any circumstances including but not limited to hidden, concealed, or latent defects in the Goods. Concealed shortages, damage or tampering will not be responsibility of LetsPool!. In no event will LetsPool! be liable for loss or damage caused by events covered in the Force Majeure section of the Agreement or the inherent vice or nature of the Goods.

B(5.2) We will provide storage services as described in these LWD Service Terms once we confirm receipt of delivery. We will keep electronic records that track inventory of Goods by identifying the number of Goods stored in any distribution center. We will not be required to physically mark or separate Goods from other inventory goods (e.g., products with the same LetsPool! standard identification number) owned by us, our Affiliates or third parties in the applicable distribution center(s). If we elect to commingle Goods with such other inventory goods, both parties agree that our records will be sufficient to identify which products are Goods. LWD may move Goods among facilities. If there is a loss of or damage to any Goods, in accordance with Section B(14), while they are being stored or transported to another LetsPool! facility, LWD will, compensate you in accordance with the Agreement, and, at our request, provide us a valid tax invoice for the compensation paid to you. If we compensate you for a Good, we will be entitled to dispose of the Good(s) pursuant to Section B(6). At all other times, you will be solely responsible for any loss of, or damage to, any Goods. Our confirmed receipt of delivery does not: (a) indicate or imply that any Good has been delivered free of loss or damage, or that any loss or damage to any Good later discovered occurred after confirmed receipt of delivery; (b) indicate or imply that we actually received the number of Good(s) specified by you for such shipment; or (c) waive, limit, or reduce any of our rights under the Agreement. We reserve the right to change scheduling restrictions and volume limitations on the delivery and storage of your inventory in distribution centers and you will comply with any of these restrictions or limitations.

B(6) Returns to You and Disposal

B(6.1) You may, at any time, request that Goods be returned to you or that we dispose of Goods, at your expense.

B(6.2) We may, with notice, return Goods to you, at your expense, including upon termination of these LWD Service Terms. Returned Goods will be sent to your designated shipping address. However, if (a) the designated shipping address we have for you is outdated or incorrect, (b) you have not provided or, upon our request, confirmed a designated shipping address in the Elected Country, or (c) we cannot make arrangements for you to pay for the return shipment, then the Goods(s) will be deemed abandoned and we may elect to dispose of them as appropriate based on the inventory (e.g., by selling, recycling, donating, or destroying it) and retain any proceeds we may receive from the disposal.

B(6.3) You may, at any time, request that we dispose of Goods. In this case, we may dispose of these Goods as appropriate based on the inventory (e.g., by selling, recycling, donating, or destroying it) and retain any proceeds we may receive from the disposal. Title to each disposed Good will transfer to us (or a third party we select such as a charity) at no cost, free and clear of any liens, claims, security interests or other encumbrances to the extent required to dispose of the Good, and we may retain any proceeds, we may receive from the disposal.

B(6.4) You will promptly notify us of any recalls or potential recalls, or safety alerts of any of the Goods and cooperate and assist us in connection with any recalls or safety alerts, including by initiating the procedures for returning items to you under our standard processes. You will be responsible for all costs and expenses you, we or any of our or your Affiliates incur in connection with any recall or potential recall or safety alerts of any of the Goods (including the costs to return, store, repair, liquidate, or deliver to you or any vendor any of these products). LetsPool! does not assume any responsibility for implementing any recall, identifying the need for a recall or reporting potential product issues to any federal or state authority.

B(7) Replacement of Goods

B(7.1) Transfer instructions for Goods will not be effective until delivered and accepted by LetsPool!. Any charges incurred before delivery and acceptance of Goods, will be charged to you. If LetsPool! is required to rehandle the Goods, then LetsPool! reserves the right to charge rates and fees agreed to in the Agreement. When Goods in storage are transferred from one party to another by a new warehouse receipt, the new storage date is the date of transfer.

B(7.2) Unless otherwise agreed by the parties, LetsPool! may move Goods within the warehouse in which they are stored as LetsPool! deems necessary to maintain storage and handling efficiencies. LetsPool! may with notice move goods to another warehouse operated by LetsPool!.

B(7.3) If LetsPool! determines that the quality or condition of the Goods at the time of deposit are a hazard to other property or to the warehouse or to persons, LetsPool! will notify you and require you immediately remove them from the warehouse. Until the Goods can be removed, LetsPool! may remove from the warehouse and will not incur any liability for removing said Goods.

B(7.4) If LetsPool! has a good faith belief that the Goods are about to deteriorate or decline in value to less than the amount of LetsPool!’s lien before the end of the next succeeding storage month, LetsPool! may notify Customer in writing of a reasonable time for removal of the goods and in case the goods are not removed, may dispose of them in accordance with applicable laws.

B(8) Distribution Center Handling

B(8.1) LetsPool! will not be liable for any demurrage, delays in unloading inbound shipments, or delays in obtaining, and loading vehicles for outbound shipments.

B(8.2) LetsPool! reserves the right to assist third-party delivery drivers with loading and unloading items on LetsPool!’s dock, if there is an issue with the weight or dimension of the Goods, bulky items, floor loaded food products, carton or bagged Goods, or for any other reasons at our sole discretion. Labor furnished by LetsPool! under these circumstances will be chargeable to the Customer.

B(9) Damages and Shortages

B(9.1) LetsPool! will not be liable for any loss, damage, or injury to Goods stored unless such loss, damage, or injury resulted from the failure by LetsPool! to exercise reasonable care, and LetsPool! is not liable for losses, damages or injuries which could not have been avoided by the exercise of such care. LetsPool! will be liable for loss, damage or shortage to Customer’s products which (a) occurs from and after the date of the Customer’s receipt of the Good(s) and while such Good(s) remains in LetsPool!’s care, custody and control, and in addition (b) is the result of LetsPool!’s breach of default under any of the terms of the Agreement; provided LetsPool!’s liability for such loss, damage and shortage shall be limited LetsPool!’s assessment of the value of the Goods. LetsPool! will not be liable, in any amount, for any loss, damage or shortage (i) that is within the shrinkage allowance set forth in Section B-14, (ii) occasioned by Customer’s negligence, third party’s negligence (including but not limited to, motor carriers), (iii) any inherent defect in Customer’s product or packaging).

B(9.2) LetsPool! will not be liable to Customer, any person claiming by or through Customer, any successor in interest to Customer, or any third-party for special, consequential or indirect damages, including but not limited to loss of profits, loss of business or business opportunities, loss of customer goodwill or punitive or exemplary damages or customer charge backs for any reason whatsoever whether or not the likelihood or certainty of such damages was known or should have been known to LetsPool!.

B(10) Claims

B(10.1) You will immediately notify LetsPool! of any loss or damage, however caused, to Goods handled under the terms of the Agreement.

B(10.2) You will present any claims for loss or damage to Goods in writing to LetsPool! either 30 days after delivery of Goods by LetsPool! or 30 days after you are notified by LetsPool! that loss or injury to part or all of the Goods has occurred, which ever time is shorter. Each claim must contain information necessary to identify the Goods affected, the basis for liability and the amount of the alleged loss or damage, as well as all appropriate supporting documentation which must include: a summary of claims for both damaged and shortages of items, a report of individual carton ID’s and their appropriate claims designation, including claim value, and individual claim forms for each claim that is supported by the report also provided.

B(10.3) LetsPool! will not liable to you or others for loss or injury to the Goods stored or carried unless a you submit a claim in accordance with this section and unless you commence action either within 3 months after date of delivery by LetsPool! or within 3 months after you are notified that loss or injury to part or all of the Goods has occurred, whichever time is shorter. Any such action shall be pursued in accordance with Section 10.2 of the Agreement and is subject to binding arbitration.

B(11) Lien

B(11.1) You represent and warrant that you are lawfully in possession of the Goods and have the right and authority to contract with LetsPool! for the Services outlined in this Agreement. For any Goods in LetsPool!’s possession, LetsPool! will have a general Warehouseman’s lien for any unpaid charges and associated expenses. You retain title to all your Goods, equipment, supplies, and other property stored at an LetsPool! distribution center. LetsPool! will not grant any security interest, charge or lien against any such Goods, equipment, supplies, or property, or cause any security interest, charge, or lien to be placed against same. Customer acknowledges and agrees that LetsPool! shall have a general warehouseman’s lien on all Goods in LetsPool!’s facilities, and LetsPool! is entitled to all proceeds received from selling the Goods, including charges related to storage, receiving, transportation (including, but not limited to, outbound transportation, inbound transportation, demurrage, detention and terminal charges), labor, inventory charges, order processing costs (including pick and pack, overpacking), pursuant to applicable laws. LetsPool! will not exercise its lien for more than reasonably necessary, if sold in a commercially reasonable manner, to insure satisfaction of the outstanding obligations.

B(12) The Authority

B(12.1) You authorize LetsPool! to enter into all and any contracts on your behalf as may be necessary or desirable to fulfill your shipping instructions given to us under the Agreement.

B(12.2) Where third-party providers are used, you will be noted as “shipper” and/or “consignor” on any bill of lading or other relevant document. Any contract of carriage arising in relation to the shipment will be between you and the third-party provider, with us acting as agent only.

B(13) No Carriage Services

B(13.1) These LWD Service Terms are not intended to be and shall not be construed as a contract-for-carriage. Transportation services rendered by LetsPool! in conjunction with warehousing and/or distribution handling services are done strictly in capacity as Customer’s agent and property broker, as defined under 49 USC § 13102 for purpose of transportation services under these LWD Service Terms. The liability of LetsPool! for transportation services shall be limited to circumstances of independent negligence in capacity as property broker and neither LetsPool! nor any LetsPool! Affiliate shall in any event be liable to Customer for carriage of Goods arranged LetsPool!.

B(14) Shrinkage

B(14.1) Customer agrees to a damage and inventory shrinkage allowance (applied annually on a calendar year basis) or 0.2% of the annual total inbound and outbound Goods. In the case of loss, damage, or destruction to the Goods for any reason or mysterious disappearance within the shrinkage allowance, however caused, LetsPool! will not be liable.

B(15) Hazardous Materials

B(15.1) Customer and those parties on whose behalf Customer is storing, distributing, or utilizing LetsPool!’s services, including without limitation the beneficial owner of the Goods (collectively, “Shippers”) agree that none of the shipments to be received and arranged for transportation by LetsPool! shall be “Hazardous Materials” as defined and listed in 49 CFR Part 172. Customer and its Shippers agree to jointly and severally indemnify, defend, and hold harmless LetsPool! and its Carriers against claims, actions, charges losses, judgments, damages, penalties, and expenses, (including attorneys’ fees, consulting fee, or expert fees and other costs) arising out of storage of Hazardous Materials tendered by Customer and its Shippers, including but not limited to, spills and remediation thereof. This indemnification, which is unique to Hazardous Materials, shall control over any other provisions of this Agreement. The definition of “Hazardous Materials” includes any hazardous product, hazardous substance, hazardous waste, radioactive material, or waste, medical or bio-hazardous waste, or any other substance whose handling, storage, transport, or disposal is specifically regulated by law. The parties specifically agree that the provisions of this Section shall survive the termination or expiration of this Agreement. Customer also agrees to notify their Shippers of this Section.

B(16) Outbound Packaging and Delivery

B(16.1) LetsPool! will allocate inventory to Customer’s destination according to Customer’s allocation notice. The allocated quantity, rounded to carton size (if applicable) will be communicated to Customer and made visible to Customer’s destination via LetsPool!’s online portal. The allocated quantities will be used to fulfill the pull requests on behalf of Customer both physically and within LetsPool!’s online portal.

B(16.2) LetsPool! will ‘pick’ Goods from warehouse and ‘pack’ for delivery to the relevant destination. All transactions will occur within LetsPool!’s online portal. LetsPool! will pick carton sizes or pallet sizes. Any unit which does not fit in multiple cartons will not be picked up and LetsPool! may ship goods in lower quantities than requested. Such ‘pick’ and ‘pack’ operations may require that Goods of pallets be split and repalletized to minimum cartons, if necessary for shipment.

B(16.3) LetsPool! will prepare pallets for delivery to destination in a manner designed to prevent loss or damage, consistent with good industry practice. A packing slip will be included with each delivery order. At minimum, each packing slip will include name, total quantity of shipment, serial number (if applicable), and the purchasing entity’s Purchase Order Number.

B(16.4) LetsPool! will generate appropriate documentation for shipment.

B(16.5) LetsPool! will perform handoff to trucking provider for shipment to destination.

B(17) Title

B(17.1) The title to and risk of loss of Goods while under LetsPool!’s care, custody or control will remain with the Customer.

B(17.2) Customer will not ship Goods to LetsPool! as the named consignee. If, Customer does list LetsPool! as consignee or Goods are shipped to LetsPool! as named consignee, Customer will notify the carrier, in writing prior to such shipment, that LetsPool! is acting solely as a warehouseman under law and has no beneficial title or interest in such Goods, other than its statutory warehouseman’s lien, and is therefore not liable for transportation or associated charges. Customer will also deliver a copy of such notice to LetsPool! prior to such shipment, and regardless of whether Customer has complied with such obligations, will hold harmless, defend, and indemnify LetsPool! from any claim for payment of transportation or associated charges by any carrier or other service provider or party involved in transportation of Goods to or from any warehouse LetsPool! reserves the right to refuse the shipment.

B(18) Tender of Goods

B(18.1) All Goods shall be delivered at the warehouse properly marked and packaged for storage and handling. The Customer will provide an electronic record showing marks, brands, or sizes to be kept and accounted for separately, and the class of storage and other services desired. Customer will ensure that all transportation and delivery carriers will schedule delivery appointments with distribution center 24 hours prior to delivery of Goods. Customer acknowledges that failure to schedule delivery appointments may result in delays in the unloading and receipt of products tendered for storage.

B(19) Removal of Goods

B(19.1) Goods that are or may become of a dangerous, explosive, inflammable, radioactive, hazardous, biohazardous, cytotoxic or harmful to the environment that, in the opinion of LetsPool!, may create a condition hazardous to any personnel or stored Goods or to the property itself, may be rejected by LetsPool! or required by LetsPool! to be immediately removed from a warehouse. If, as a result of the quality or condition of Goods, the Goods are a hazard to any personnel or other goods or to the property itself, LetsPool! may sell the Goods at public sale or private sale with or without advertisement upon notice to Customer. If LetsPool! is unable to sell the Goods, it may dispose of them in any lawful manner and shall incur no liability by reason of such disposition. Pending sale or disposal, LetsPool! may remove the Goods from the warehouse and shall incur no liability by reason of such removal. All costs of sale and removal incurred by LetsPool! shall be paid by Customer on demand and shall be subject to Section B(11).

B(19.2) For any hazardous waste that is generated from the Goods during LetsPool!’s performance of the Services, Customer shall be considered the waste generator and waste transporter. LetsPool!’s obligations with respect to such hazardous waste shall be limited to preparing such waste for pickup at the warehouse in accordance with Client’s procedures for pickup and disposal by a Client-approved and licensed carrier or transporter, under contract with Client, for disposal at a permitted and licensed disposal site. LetsPool! shall not be liable or responsible for the actual disposal of such hazardous waste.

B(19.3) When loss or damage occurs to Goods for which LetsPool! is not liable, Client shall be responsible for removing and disposing of such Goods and for the associated costs, including any environmental cleanup or site remediation resulting from the loss or damage to the Goods. If non-hazardous waste is generated from the Goods, LetsPool! may dispose of it at Client’s expense or require Client to dispose of it.

B(19.4) If LetsPool! in good faith believes that the Goods are about to deteriorate or decline in value to less than the amount of LetsPool!’s lien (the amount of which shall be calculated as of the effective date of termination or expiration) before the end of the next succeeding storage month, LetsPool! may specify via notice any reasonable shorter time for removal of the Goods and, in the case of Goods not removed, may sell them by public sale held 1week after a single advertisement or posting as provided by applicable law.

Warehousing and Distribution Service Terms Definitions

“Excluded Product” means the item described on the applicable LetsPool! Site, any other applicable Policy, or any other information made available to you by LetsPool!.

“Unsuitable Good” means a Good: (a) that is defective, damaged, unfit for a particular purpose, or lacking required label(s); (b) the labels for which were not properly registered with LetsPool! before shipment or do not match the product that was registered; (c) that is an Excluded Product or does not comply with the Agreement (including applicable Service Terms and Program Policies); (d) that LetsPool! determines is not to be stored or distributed; or (e) that LetsPool! determines is otherwise unsuitable.