FulFillit.io - User & Warehousing Agreement

FulFillit.io Inc. Warehousing Agreement

Including Terms and Conditions

Disclaimer: This Warehousing Proposal, including both the Terms and Conditions and Appendix A Quotation, must be approved in its entirety by both Parties within 30 days from Issue Date, after which FulFillit.io Inc. has no obligation to honor the quoted rates. This Warehousing Proposal Agreement ("Agreement") is between FulFillit.io Inc., a Canadian Corporation ("FulFillit.io Inc." or "Warehouseman") and you ("Owner"}, a business incorporated under federal law. FulFillit.io Inc. agrees to provide warehousing services to Owner subject to the Appendix A Rate Quotation and Terms and Conditions as fully set forth herein. FulFillit.io Inc. and Owner (together as the "Parties" or individually as "Party") agree to the following Appendix A- Rate Quotation and Terms and Conditions:

Appendix A - Rate Quotation

Assumptions

The quotation contained herein is premised on the following information provided to FulFillit.io Inc. by your company or representative. Should the below change, in any way, throughout the term of this Agreement, FulFillit.io Inc. reserves the right to adjust the rate or quotation accordingly.

Quotation Details

View quotation details here.

Additional Terms

FulFillit.io Inc. reserves the right to adjust or modify any and all Rates and Terms and Conditions contained in this Agreement to accommodate the fluctuating volume or nature of the Goods, or to accommodate Goods beyond those specified in the Assumption Section.

Effective Date of Quotation

The effective date of quotation will be the signing date of the Warehouse Proposal Agreement. This agreement will renew annually without the need to sign a new agreement unless changes are made to the rate or terms and conditions container mentioned below.
All rates are based on information provided by the client. Rates shall be adjusted if, upon receipt, the goods are found to differ greatly from the description provided by the client.

Obligation

Execution of this Quotation in no way obligates FulFillit.io Inc. to accept goods for storage, as FulFillit.io Inc. may reject Goods at its discretion. Such acceptance shall remain subject to the availability of space at the time goods are delivered to FulFillit.io Inc.'s warehouse.

Insurance

Rates quoted do not include insurance coverage. Insurance coverage is available at an additional cost.

Insurance

Terms: Initial storage fees will be paid upon receipt of the inventory. All other charges will be paid on the Friday of each week during the term of this warehouse agreement.
Unpaid invoices shall bear interest at a monthly rate of one- and one-half percent (1.5 %).

TERMS AND CONDITIONS

1. DEFINITIONS 1.1 "Goods" or "Stored Goods": shall mean the goods delivered to the Warehouseman for storage and/or cross-docking, unloading, breakdown, repacking, and reloading, and such packaging supplies and other similar items, if any, that may be furnished by or on behalf of Owner to Warehouseman for receiving, handling, shipping, transporting and/or disposing of the goods or for use by Warehouseman in providing the Services. 1.2 "Owner": shall mean the owner of the Stored Goods as well as its agents and authorized representatives and shall include the holder of a negotiable receipt, any party with a security interest in the Stored Goods and the party delivering the Stored Goods to the Warehouseman. Owner represents that it is a merchant and that the Goods are stored in the course of its business. 1.3 "Warehouseman": shall mean FulFillit.io Inc. as well as its parent’s affiliates subsidiaries, agents, employees, authorized representatives, successors and assigns. 1.4 "Quotation": shall mean the Rate Quotation as set forth in Appendix A, which is fully incorporated herein.

2. TERMS AND SERVICES 2.1 The term of this Agreement shall commence on the signature date and shall continue thereafter in full force and effect for a period of one (1) year (the "Term") unless otherwise stipulated in Appendix A and may be renewed for additional one (1) year terms subject to the acceptance of a new Quotation, or as otherwise agreed between the Parties. Upon renewal of this Agreement, Owner's failure to sign a new Quotation subjects Owner to a yearly percentage rate increase per Section 4.5 below. Neither party may terminate this Agreement except as provided herein. 2.2 During the term of this Agreement, Warehouseman agrees to provide certain warehousing and related services as set forth on the Quotation (the "Services") at the facility or facilities identified in the Quotation (collectively, the "Facility" or the "Warehouse"). In providing the Services, Warehouseman shall exercise such care with respect to the Goods in its custody and control as a reasonably careful warehouseman would exercise under like circumstances (the "Standard of Care"). 2.3 Warehouseman shall perform the Services pursuant to the Standard of Care. The rates and charges set forth in the Quotation shall cover ordinary labor and administration involved in receiving the Goods at the Facility's door or dock, placing the Goods in storage at the Facility and returning the Goods to the Facility's door or dock. Outbound shipments will be coordinated between Warehouseman and the Owner. Warehouseman shall maintain an accurate count of all shipments of Goods into and out of the Facility. Warehouseman shall report to the Owner the count taken on each inbound and outbound shipment and once reported to the Owner, such count shall establish the number of cases and/or pallets received or shipped unless other written documentation can prove to the contrary. 2.4 Warehouseman reserves the right to make such reasonable rules and regulations regarding the Services rendered under this Agreement as may be necessary for the care, safety, management, and security of the Facility. 2.5 The Owner understands that FulFillit.io Inc. outsources some of its warehousing activities to subcontractors.

3. WAREHOUSEMAN'S LIEN AND RIGHT OF RETENTION Subject to the legislation governing warehouseman's lien or right of retention in the province, territory, or state where the Facility is located, the Warehouseman shall have a general warehouseman's lien or right of retention upon the Stored Goods from the delivery of the Goods to the Warehouse and until all lawful charges associated with the Stored Goods and for all lawful claims for money advanced, interest, insurance, transportation, labor, weighing, cleaning and all other expenses, fees, charges, costs, liabilities and other payments made or incurred by the Warehouseman towards said Stored Goods have been paid or reimbursed to the Warehouseman in full. Further, the Warehouseman has a general warehouse lien on all such charges, advances, and expenses with respect to any other Goods stored by Owner at any other facility owned or operated by Warehouseman. In order to protect its lien, Warehouseman reserves the right to require advanced payment of all charges prior to shipment of any Goods. Warehouseman shall be entitled to retain physical care, custody, and control of all Goods until all charges due to Warehouseman by Owner shall have been fully paid, without liability to Owner or any other party. If such charges have not been paid in full within a period of thirty (30) days after any breach, insolvency, or bankruptcy by Owner, Warehouseman may sell the Goods for Owner's account on commercially reasonable terms, and at such time as it may determine, after notification to all persons known to claim an interest in the Goods. After first taking from the net proceeds of such sale or sales all charges due to Warehouseman and the expenses of such sale or sales, including attorneys' fees, Warehouseman shall pay over the balance, if any, of such sales proceeds to Owner.

4. CHARGES 4.1 Charges applicable to the Services are set forth in the Quotation. Goods are stored on a month-to-month per package basis, unless otherwise provided in the Quotation. The rates of storage, as provided in the Quotation are per calendar month. The first month storage charges will be pilled and paid by the customer upon the creation of an inbound receiving order. All other charges applicable to incoming Goods will be billed as of the date for which the Warehouseman accepts care, custody, and control of the Goods, regardless of unloading date or date of issue of warehouse receipt, until the end of said month. Said invoice is payable per Section 4.7 below. All recurring charges will be billed on the first of every calendar month. 4.2 The class of storage in which the Goods are to be stored, the amounts owed for disbursements or services rendered by the Warehouseman prior to receiving cargo and the rate per month per unit to be charged for storage of such Goods are set out in the Quotation. 4.3 Basic handling rates described in the Quotation do not cover marking, labeling, sampling, palletizing, repairs, measuring, weighing, inspection or physical inventory tracking, which shall be invoiced by the Warehouseman in addition to such basic handling rates. 4.4 The quoted rates are based on the Assumptions set forth in the "Assumption" section in the Quotation below and Warehouseman reserves the right to amend the quoted rates based on any incorrect information provided therein. Charges for additional services required by the Owner or necessitated by the nature of the Stored Goods together with handling charges upon delivery of the Goods out of storage, will be invoiced by the Warehouseman in addition to the monthly storage charge in the Quotation. 4.5 The Parties have the option to execute a new Quotation at the end of the Term per Section 2 above, or upon termination of this Agreement. In the event Owner fails to execute and return a new Quotation, and continues to store Goods in Warehouseman's facilities, Owner will remain responsible for paying storage rates, which Warehouseman may discretionarily increase by no less than three percent (3%) for every year a new Quotation is not signed. 4.6 Any charge made with respect to the Stored Goods shall conform to the Warehouseman's rates in effect at the time the service is performed. Quotations for services not included in such rates will be given on request and these Terms and Conditions shall apply unless otherwise amended and agreed upon in writing by the Parties. Except at the expiration of the Term per Section 2 above, no increase in regularly recurring charges will be made on Goods in storage until thirty (30) days after a notice of such increased charge has been mailed to the Owner of the Stored Goods, unless otherwise agreed by the Owner. 4.7 Owner agrees to pay Warehouseman in USD funds online via credit card unless agreed upon otherwise in writing. Funds will be withdrawn from the Owner’s credit card each Friday of the year and the first day of each month. In the event of a good faith dispute regarding any invoices, Owner shall pay the fees which are not in dispute and shall provide written notice of those fees which are in dispute within fifteen (15) days of receipt of invoice, else those disputes are waived. Payments received by Warehouseman may be applied first to late charges or the oldest storage charges due, at Warehouseman's sole discretion. Failure by the Owner to timely pay all charges hereunder shall be considered a material breach of this Agreement, and, upon such a breach, Warehouseman, in addition to any other remedies it has, may withhold all Services hereunder and choose to exercise its warehouseman's lien on any Goods within the Warehouseman's possession. If such breach continues for a period of thirty (30) days after written notice of the breach is sent to the Owner, Warehouseman may terminate this Agreement immediately upon written notice to the Owner. Such termination shall not relieve the Owner from payment or satisfaction of any amounts or obligations accrued and outstanding as of the effective time of termination, nor waive any of Warehouseman's rights at law or under this Agreement, including its warehouseman's lien. 4.8 If Owner fails to make payment of the invoices when due, Owner shall pay to Warehouseman a late payment charge at the rate of one- and one-half percent (1.5%) of such invoice amounts per month from the date that such invoices were due. If any disputed portion of an invoice is later paid by Owner or is determined subsequently to be due and owing to Warehouseman, Owner shall also pay Warehouseman interest on such amount at the rate of one- and one-half percent (1.5%) of such invoice amounts per month from the original date that such invoices were due.

5. DELIVERY AND TRANSFER REQUIREMENTS 5.1 Warehouseman reserves the right not to deliverer or transfer Stored Goods at the Owner's request unless the Warehouseman has received, under an acceptable form, written instruction signed by the Owner at least twenty-four (24) hours before the loading and/or the partial or total delivery of the Stored Goods. Unless otherwise provided in a separate Shipper-Broker Agreement between Owner and Warehouseman, it shall be Owner's responsibility to arrange for the transportation of the Goods to the Facility and Warehouseman shall not be liable for any chargebacks in relation thereto. Warehouseman shall not be required to accept delivery of any Goods that are not accompanied by a receipt containing complete instructions properly authorized and executed by Owner.

Owner shall, with respect to all Goods shipped to the Facility, identify Owner on the bill of lading or other contract of carriage as the named consignee, in care of the Facility, and shall not identify either the Facility or Warehouseman as the consignee unless the shipment is specifically consigned to Warehouseman as the Owner. If, in violation of this Section 5.1, Goods are shipped to the Facility naming either the Facility or Warehouseman as the consignee on the bill of lading or other contract of carriage, then that designation will be of no legal effect and Owner shall immediately notify the transporting carrier in writing, with a copy of such notice to Warehouseman, that the Facility and/or Warehouseman named as the consignee is the "in care of party" only and has no beneficial title or interest in the Goods. Furthermore, Warehouseman shall have the right to refuse such Goods and shall not be liable for any loss, misconsignment or damage of any nature to, or related to, such Goods. If Warehouseman accepts the Goods shipped in violation of this Section 5.1, Owner agrees to indemnify, defend, and hold Warehouseman harmless from all claims for transportation, storage, handling, or other charges relating to such Goods, including undercharges, demurrage, truck/intermodal detention, and any other charges of any nature whatsoever. 5.2 If the loading and/or the delivery is made in any other way than the one set out in Subsection 5.1 above, then, notwithstanding acceptance of such instructions by the Warehouseman or its employees, delivery of such Stored Goods shall be wholly at the risk of the Owner and the Warehouseman shall not be held responsible for loss from error in the giving or receiving of such instructions. 5.3 Unless all unpaid charges incurred with respect to the Stored Goods are paid in full, delivery or transfer thereof may be refused until full payment is received. 5.4 All Goods shall be delivered to the Facility in a segregated manner, properly marked, and packaged for handling. The Owner shall furnish to Warehouseman, at or prior to such delivery, a manifest containing detailed and accurate product identifying information and any instructions as to how the Goods shall be stored or handled. Warehouseman may, without notice, move the Goods within the Facility. Warehouseman and the Owner will periodically discuss, review and revise, if necessary, the policies and procedures used by the parties in provision of the Services. 5.5 Owner shall timely provide Warehouseman with the most current and pertinent information concerning any special characteristics of the Goods, including safety and health information, toxicological information, applicable environmental data, labeling and transportation information, and the procedures known to or developed by the Owner with respect to the receiving, storing, handling, shipping, transporting and/or disposing of the Goods ("Product Information Data"). Owner will provide all applicable Material Safety Data Sheets (MSDS) for all Goods. Owner shall advise Warehouseman of applicable laws, rules and regulations of governmental authorities affecting the Goods and any health and safety practices. If the nature of the Goods requires Warehouseman, in order to be in compliance with applicable laws, rules and regulations, to: (i) alter or modify the Facility in any way; (ii) obtain any special governmental permits or licenses; or (iii) provide special training to its employees, Owner shall be responsible for all such costs and expenses and shall cooperate with Warehouseman as is reasonably necessary. 5.6 For any Goods containing special characteristics, hazardous substances or hazardous materials, Owner agrees to timely furnish Warehouseman with all correct and proper information, instructions, shipping papers, and certifications to permit Warehouseman to prepare the Goods for shipment in a manner which conforms such shipments with all applicable governmental regulations. Owner appoints Warehouseman as its agent for the purposes of preparing the shipments and signing the certifications and shipping papers covering the shipment.

6. ACCESS AND INSPECTION 6.1 The Owner of the Stored Goods or any person upon the written authority of the Owner may, subject to insurance regulations or other reasonable limitations imposed by the Warehouseman, have access to the Stored Goods for inspection if accompanied by a representative of the Warehouseman, whose time shall be charged to the Owner according to the Warehouseman's rates in force at the time of such access. 6.2 If a checker is not furnished by the Owner or its carrier, the Warehouseman's load or unload count shall be conclusively deemed to be correct and accepted by the Owner.

7. REMOVAL OF GOODS 7.1 The Warehouseman may, upon written notice to the Owner of the Stored Goods and to any other person known by the Warehouseman to claim an interest in the Stored Goods, require the removal of the Stored Goods by the end of the next storage month. Such notice shall be given by delivery in person or by registered mail addressed to the last known place of business of the party to be notified. 7.2 Where Stored Goods are of a perishable nature or by keeping will deteriorate greatly in value or cause damage to other stored goods or property or employees, the Warehouseman may give a notice to the Owner requiring it to satisfy all outstanding charges in connection with the Stored Goods and to remove them from the Facility. Should the Owner fail to remove the Goods within the period specified in the notice, the Warehouseman may take whatever steps it deems necessary to eliminate the identified risk, including selling the Stored Goods at public or private sale without advertising or otherwise disposing of them. In the case of a sale, Warehouseman may keep any proceeds as may be permitted or provided by the laws of the province, territory, or state where the Goods are stored, and the Owner shall be liable to the Warehouseman for any balance of charges accrued and unsatisfied on such Stored Goods. 7.3 Where in the opinion of the Warehouseman, the nature or condition of the Stored Goods creates a condition hazardous to the safekeeping and storage of other commodities in the warehouse or to any property or _person, Warehouseman shall promptly notify the Owner and the Owner shall promptly remove them from the Facility at the Owner's sole cost and expense. For any hazardous waste that is generated from the Goods during Warehouseman's performance of the Services, Owner shall be considered the waste generator and waste transporter. Warehouseman's obligations with respect to such hazardous waste shall be limited to preparing such waste for pickup at the Facility in accordance with Owner's procedures for pickup and disposal by an Owner-approved and licensed carrier or transporter, under contract with Owner, for disposal at a permitted and licensed disposal site. Warehouseman shall not be liable or responsible for the actual disposal of such hazardous waste. 7.4 When loss or damage occurs to Goods for which Warehouseman is not liable, Owner 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, Warehouseman may dispose of it at Owner's expense or require the Owner to dispose of it. 7.5 Warehouseman reserves the right to move the Stored Goods five (5) days after notice is given to the Owner, from the warehouse in which they may be stored to any other utilized warehouse.

8. LIABILITY OF WAREHOUSEMAN 8.1 All Goods stored with the Warehouseman shall be at Owner's risk. The Warehouseman shall not be liable for any loss or damage or deterioration to the Stored Goods for any cause whatsoever unless such damage or loss resulted from Warehouseman's failure to perform the Services in accordance with the Standard of Care and the damage could have been avoided by the exercise of such care. Additionally, Warehouseman shall not be liable for any loss or damage to the Goods: (i) caused by any defects in the manufacturing or packaging of such Goods; (ii) attributable to transportation providers failing to deliver the full shipment of expected Goods to the Facility or otherwise caused by the acts or omissions of such transportation providers; (iii) delivered to the Facility in damaged condition, regardless whether such damage was reported to Owner; (iv) attributable to concealed damage; or (v) as a result of the negligence or intentional misconduct of Owner or any of it employees, agents or subcontractors. Notwithstanding the foregoing, under no circumstance will Warehouseman assume any liability for penalties, financial or otherwise, that may exist in contracts between Owner and any of Owner's customers. The Owner expressly releases Warehouseman from and agrees to indemnify, defend, and hold harmless Warehouseman against any and all claims for loss or damage described in this Section 8.1, including, without limitation, costs, and reasonable attorneys' fees (including in house attorneys) incurred by the Warehouseman. 8.2 The quality, condition, contents, and value of the Stored Goods are not known to the Warehouseman except as declared on the packing list by the Owner. The Warehouseman shall have no responsibility for errors resulting from the corruption of electronically transmitted data, or from verbal or telephoned shipping instructions, unless written confirmation of such instructions is received not less than twenty-four (24) hours prior to the shipment of the Goods, as provided in Subsection 5.1 above. 8.3 Storage rates do not include insurance. Goods stored are not insured by the Warehouseman and the charges do not include insurance unless specified in writing and signed by the Warehouseman. Accordingly, it is the sole responsibility of the Owner to insure the Stored Goods. Owner and its insurer shall have no right of subrogation against Warehouseman. Copies of such waivers shall be furnished to Warehouseman on request. 8.4 Without limiting the generality of Subsections 8.1 to 8.3 above, it is specifically declared and agreed that: (i) the Warehouseman shall in no circumstances be liable for loss or damage or deterioration to the Stored Goods, or delay in the delivery, resulting from any of the following perils or circumstances: inaccuracies, obliteration or absences of marks, numbers, address or description; fire, explosion from any cause, flood, wind, storm, earthquake or other acts of God; irresistible force, war, insurrection, riot, civil or military authority, strikes, picketing or any lab or trouble; shrinkage in weight, loss in quality or the inherent or perishable nature of the Stored Goods; insufficient boxing, crating or packaging; wear and tear; leakage or failure to detect the same; concealed damage; breakage, theft, mice, vermin, sprinkler leakage, steam, frost, heating or corruption, rust, decay or water or other damages resulting from defects in the structure of the warehouse, including the water system, sewer, drainage, electricity, theft or vandalism at the warehouse; any cause that is beyond the control of the Warehouseman. (ii) Warehouseman shall not be responsible or liable to Owner, or any person claiming by, through or under the Owner, for any loss of, damage or injury to any property or to any persons at any time in or about the Facility from theft, fire, explosion, falling plaster, bursting, breakage, leakage, steam, gas, electricity, water, dampness, sewage, lightning, rain, wind, snow, or any other cause whatsoever which is beyond the reasonable control of Warehouseman, nor shall Warehouseman be in any way responsible or liable to the Owner, or any person claiming by, through or under the Owner in case of any accident or injury, including death, to any of the Owner's employees, agents, contractors or invitees or to any person or persons in or about the Facility. Warehouseman shall employ the same measure of care that Warehouseman employs in protecting its own products and personnel for purposes of ensuring that Owner's property, employees, agents, and invitees are not exposed to harm while in the Facility. (iii) the Warehouseman shall in no circumstances be liable for any direct or indirect loss, consequential damages, or special damages, including loss of profit, loss of business, loss of business opportunities, loss of Owner goodwill or punitive or exemplary damages or the cost and expenses in providing or securing substitute revenues or substitute service providers, for any reason whatsoever even if Warehouseman has been advised of the possibility of the same. (iv) all the Warehouseman's charges incurred with respect to Goods lost or damaged as a result of any such peril, including without limitation the costs of removing and disposing of such Goods and the costs of any environmental cleanup and site remediation, shall constitute a charge on the remaining Stored Goods against the Owner. 8.5 Subject to the limitations set forth herein, the liability of the Warehouseman shall be limited to: the Replacement Cost of lost or damaged Stored Goods while in Warehouseman's care, custody, and control, or proportionally to the extent such loss or damage results from Warehouseman's failure to perform the Services in accordance with the Standard of Care, whichever is less, but in no case shall the liability exceed fifty cents ($.50) per pound. For purposes of this Agreement, "Replacement Cost" shall mean the lower of Owner's actual manufacturing or acquisition cost to replace the lost or damaged Goods at their pre-loss condition, less salvage value, if any. When determining Warehouseman’s responsibility for lost Goods, if any, Warehouseman may be entitled to an annual allowance (the "Allowance") as agreed to by the parties, which must be exceeded prior to Warehouseman being liable for any damage, loss, or shortages of Owner's Goods. 8.6 Notwithstanding anything contained in this Agreement to the contrary, Owner hereby waives and releases, for itself and its insurers, any and all rights of recovery, claims, actions, or causes of action against Warehouseman, including its agents, contractors, officers, and employees, for loss of or damage to Goods that are within the Allowance or limitation contained herein. Owner covenants that no insurer shall hold any right of subrogation against Warehouseman. The failure of Owner to secure an appropriate clause in or endorsement to its insurance coverage, which waives the right of subrogation against Warehouseman, shall not in any manner affect the intended waiver and release hereunder and, if Owner's insurance company seeks subrogation against Warehouseman because of the absence of such a waiver and release, then Owner shall defend, indemnify, and hold Warehouseman harmless from and against such subrogation claim. 8.7 When errors in the shipment of the Goods occur, the liability of the Warehouseman, if any, shall be strictly limited to the transportation costs to be incurred to rectify any such error, and shall not, under any circumstances, include liability for damages due to the acceptance or use of said Goods. 8.8 The Warehouseman shall not be responsible for delays in loading or unloading, nor for demurrage charges or other time penalties arising from any delay.

9. OWNER OBLIGATIONS The Owner warrants to Warehouseman that the Owner owns or otherwise has lawful possession of, and the legal right to store, all of the Goods tendered to Warehouseman hereunder. The Owner agrees to pay all storage and other charges which Warehouseman may incur or become liable for or by judgment be compelled to pay in connection therewith, as well as any costs incurred by Warehouseman in collecting same including reasonable attorneys' fees, including in house attorneys. Owner agrees to pay all taxes and assessments whether federal, provincial, state, or local, which may be assessed against the Goods at any time, and to hold Warehouseman harmless therefrom.

10. INDEMNITY 10.1 Owner shall indemnify, defend and hold harmless Warehouseman, including its directors, employees, officers, agents, subcontractors, licensors, and suppliers, against any and all liabilities, claims, suits, demands, actions, fines, damages, losses, costs, and expenses (including reasonable attorneys' fees, including in house attorneys' fees) arising out of or in connection with: (i) injury to or death of any person or damage to or loss of real or personal property and improvements thereon to the extent caused by or resulting from Owner's, its employees', or agent's negligent acts or omissions or breach of this Agreement; (ii) the design, manufacture, distribution, marketing, use or sale of the Goods; (iii) lost, damaged or undelivered Goods; (iv) Goods which are not timely delivered; (v) any and all receiving or shipping charges of any kind, including demurrage or detention charges, unless such charges are the result of Warehouseman's negligent acts or omissions; (vi) any and all loss, injury or damage to the Goods shipped to Warehouseman as consignee, which are refused and returned by Warehouseman to their originating point and all costs associated therewith; (vii) any and all losses and other damages, including fines, penalties or charges, which Warehouseman may incur (including reasonable attorneys' fees and costs, including in house attorneys' fees), resulting from Owner's failure to provide timely and accurate Product Information Data or other information requested by the Warehouseman or required under this Agreement; (viii) the performance or non-performance of the Services; and (ix) non-performance of any obligation contained in this Agreement. 10.2 Warehouseman shall provide prompt written notice of any claim, tender defense, or settlement for which it is seeking indemnification to Owner, and fully cooperate in the defense of the claim; provided that the failure to give such notice shall not affect Warehouseman's right to indemnification hereunder. Should Owner fail to honor a timely request for indemnification, then Warehouseman shall be entitled to all reasonable attorneys' fees and costs, including in house attorneys' fees, incurred in enforcing its indemnification rights. 10.3 No compromise or settlement of a claim may be effected by the indemnitor without the indemnitee's consent unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person by indemnitee; (ii) there is no effect on any other claim that may be made by or against indemnitee; (iii) the sole relief provided is monetary damages that are paid in full by the indemnitor; and (iv) the compromise or settlement contains, as an unconditional term thereof, the giving by the claimant or the plaintiff to the indemnitee a release from all liability in respect of such claim. The indemnitee shall have no liability with respect to any compromise or settlement effected without its consent. 11. CLAIMS All claims for lost or damaged Goods must be made in writing either (i) within five (5) days of discovering the damage, or (ii) within 15 days of the happening of the event on which the claim is based. No action may be maintained by Owner for loss or damage to Goods unless a timely written claim has been given as provided above, such action is commenced within twelve (12) months from the date of such written claim and Warehouseman is afforded an opportunity to inspect damaged Goods. In the case of Goods lost or misplaced, Warehouseman shall be allowed thirty (30) days in which to locate such Goods, after receipt of written notices, before being liable for non-delivery.

12. INDEPENDENT CONTRACTOR This Agreement is not and shall not be construed as an agreement of joint venture, partnership, agency, franchise, or employment between the Parties or their respective employees. Each Party has sole authority and responsibility to employ, discharge, discipline, and otherwise control and direct its employees, and neither the Owner or Warehouseman, nor any of their employees, are or shall be deemed to be employees of the other.

13. TERMINATION Warehouseman may terminate this Agreement for any reason by providing at least 30 days written notice to Owner.

14. APPLICABLE LAWS Owner and Warehouseman agree to the jurisdiction of the courts from the judicial district of Mississauga, Province of Ontario, or the Federal Court of Canada. This and all agreements related hereto between the Warehouseman and the Owner shall be governed by the laws and regulations applicable in the province, state, or territory where the Goods received are stored.

15. NON-INTERFERENCE WITH BUSINESS During the of the Warehouse Agreement and for a period of two (2) years immediately following the termination or expiration of the Warehouse Agreement, neither FulFIllit.io Inc. nor Customer shall interfere with the other party in any manner, including, without limitation, soliciting or inducing any employee, independent contractor, or agent of the other party to terminate or breach an employment, contractual or other relationship with the other party. Customer agrees not to use the services of any FulFillit.io Inc. subcontractor warehouse for a period of one (1) year after the Warehouse Agreement is terminated.

16. INTERPRETATION In the event that there is a conflict between this Agreement and any other warehouse receipt or documents, whether issued by the Owner, the Warehouseman or any other party, this Agreement shall prevail. Both Parties have participated in this Agreement's drafting, so the Agreement shall not be construed against one single Party.

17. GENERAL PROVISIONS 17.1 If any provision of this Agreement, or any application thereof, should be construed or held to be invalid or unenforceable, the remaining provisions shall not be affected and shall remain in full force and effect. 17.2 Warehouseman's failure to require strict compliance with any provision of this Agreement shall not constitute a waiver to later demand strict compliance with that or any other provisions of this Agreement. 17.3 These provisions shall be binding upon the Owner and its successors, legal representatives, and permitted assigns. 17.4 Neither Party may assign its rights or delegate or subcontract its duties and obligations under this Agreement to any other person or entity without the prior written consent of the other; provided, however, that either Party may assign the Agreement to an affiliate or a successor-in-interest upon notice to the other party without consent.

18. LANGUAGE The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language.

By signing using the FulFillit.io platform and services, Owner agrees to all terms and conditions set out in this Warehousing Proposal, including Terms and Conditions and Appendix A Rate Quotation.

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