Online Master Services Agreement

The terms hereunder constitute Ovrsea’s master services agreement (the “Agreement”) for professional services to be rendered by Ovrsea Inc., a Delaware corporation, with registered office at c/o Orbiss Inc. 1411 Broadway, Fl 16 New York, NY 10018-3471 ("Ovrsea") for the client set forth on the Statement of Work (“Client”). The purpose of this Agreement is to define the scope of work and terms agreed upon by and between Ovrsea and Client, each a Party and collectively “Parties”.

Ovrsea is a service provider that offers its customers access to a cutting-edge platform for managing supply chains via a customized transport platform whereby customers can manage all their transportation needs from quotation requests to invoicing (the “Platform”). Ovrsea does not offer transportation services but rather acts as its customers’ sole interface facilitating customers’ transports needs via the Platform. Via the Platform, Ovrsea, organizes the maritime, land, air, river, and rail transport of its Clients’ products (the “Goods”), including but not limited to the management of associated administrative procedures.

SERVICES AND SCOPE OF WORK

Statement of Work. The specific professional services to be provided hereunder are identified in the initial Statement of Work annexed to this Agreement and in any additional Statements of Work executed by the Parties (hereinafter each Statement of Work shall be referred to as “SOW”). For avoidance of doubt, the Parties may contract for multiple shipments of a series of Goods (the “Shipment”) from time to time through the issuance of multiple SOW on the Platform. Each executed SOW is made a part of this Agreement. The Parties have discussed and agreed upon the Shipment specifications, the details of which are set forth in the SOW. The Parties have also agreed upon the Shipment cost estimate as set forth in the SOW. Ovrsea has used its best efforts to obtain and verify such estimate but does not warrant that the actual Shipment costs shall be as stated in the SOW.

Services To Be Performed. Ovrsea shall perform the professional services (the “Services”) described in the SOW(s)and/or on the Platform. The Services covered by each SOW may include, but not be limited to, import and export of the Goods, or any other services requested by the Client and agreed to by Ovrsea as set forth in an approved Statement of Work. Notwithstanding, Ovrsea may (i) control and direct the means, manner, and method by which the Services are performed, and (ii) perform the Services at any place or location and at such time as Ovrsea may reasonably determine (other than sending the Shipment at the mutually agreed upon location stated in the SOW). More precisely, Ovrsea shall choose the transportation and insurance carriers at its sole discretion. Additional Shipments shall be undertaken only upon execution by the Parties of the SOW describing the scope of the Shipment and setting forth the Agreement with respect to payment of fees. The Client understands that Ovrsea shall not make, proofread, and/or revise the Client Content nor shall it verify the quality of the Goods (as defined in Section 2 hereunder).

The Platform**.** To use and benefit from Ovrsea’s Services, the Client must create a Customer account (the “Account”) on the Platform. This Account is opened by Ovrsea at the Client's request. As a condition precedent to creation of the Account, the Client must accept all terms and conditions of the Agreement herein. Once the form has been correctly filled in, the Client must validate the form and will receive an e-mail confirming registration at the e-mail address provided. The Client is solely responsible for the preservation and confidentiality of created passwords and other associated confidential data, as well as for all activities resulting from the use of any identifier and password. Any use of the password is presumed to have been made by the Client.

Password. To order a Service, the Client must access the Platform online. The Customer undertakes to change the password immediately in the event of loss, forgetfulness or voluntary or involuntary disclosure of the password to a third party. This change can be made directly online using the "forgotten password" form. Ovrsea shall not be held liable in the event of fraudulent or abusive use or voluntary or involuntary disclosure to any third party of the user ID and/or password.

Access to Platform. Access to the Platform and the Site is free to the Client. All costs associated with access, whether hardware, software, or Internet access, are the sole responsibility of the Client. The Client is solely responsible for the proper functioning of his computer equipment and Internet access. The Site and Platform are accessible 24 hours a day, 7 days a week. Ovrsea does not guarantee absolute accessibility or availability of the Site and the Platform at all times.

Control over the Platform. Ovrsea reserves the right, without prior notice or compensation, to shut down the Site or the Platform temporarily or permanently, in particular, but not limited to, in order to carry out updates, maintenance operations, modifications, or changes to operating methods, servers and hours of accessibility. Ovrsea is not responsible for damages of any kind that may result from such changes or from the temporary unavailability or permanent closure of all or part of the Site and/or Platform. Ovrsea reserves the right to add to or modify the Site and/or Platform at any time, in line with technological developments and improvements. It is the Client’s sole responsibility to ensure that the computer and other means of communication at the Client’s disposal can adapt to changes on the Site and Platform.

Limitations Regarding the Services. Client understands and agrees that the Services shall be limited to the area of expertise at all times described in the SOW, as amended in writing from time to time.  It is expressly understood that Ovrsea has no fiduciary obligation to Client, but instead a contractual one described by the terms of this Agreement. Client expressly agrees that under no circumstances will this role be compromised or inaccurately represented.

Sub­Contractors. The Client understands that Ovrsea's Services for Client will only include those set forth on the SOW, available on the Platform, i.e., coordinating between different transportation actors with Ovrsea, as its sole interface. Accordingly, Ovrsea does not provide services related to warehousing, distributing, shipping, and/or any other service not mentioned in the SOW, and Client understands that Ovrsea and/or Client may be required to enter into an agreement with each third party performing such work on Client’s behalf. Client shall assume responsibility for any agreements, oral and/or written, with subcontractors or third parties whether Ovrsea has itself an agreement with such third party or not. Client hereby understands and agrees that in no event shall Ovrsea be liable for any third-party services.

Liaison. Each Party shall designate an individual to serve as primary liaison with respect to each SOW (“Liaison”).

Conflicting Terms. In the event that any terms or conditions of an SOW conflict with the terms and conditions of this Agreement, the terms and conditions of this Agreement shall control, except to the extent that the applicable SOW expressly and specifically states the intent to supersede this Agreement in relation to a specific provision.

CHANGE IN SERVICES

Modifications. If changes need to be made to the SOW, Client must provide written notice outlining the proposed changes. Ovrsea reserves the right to decline the proposed changes by Client should such modifications be unfeasible, in Ovrsea’s sole discretion. Any acceptance of proposed changes may be subject to fee increases, additional upfront payment of fees, and extension of proposed timeline which shall be set forth in a new SOW and/or amended in the existing one to be executed by the Parties.

CLIENT RESPONSABILITIES

Client shall: (a) provide to Ovrsea at its own expense, all Goods, content or materials, information concerning the Goods which is accurate, complete and sufficient for incorporation or use in connection with the Shipment and/or Services and/or any information necessary to facilitate completion of the Shipment (“Client Content”) more specifically detailed in any applicable SOW. Any delay or failure to provide Ovrsea with the aforementioned Client Content may cause Ovrsea’s Shipment or schedule to be extended on a day-to-day basis until such Client Content is provided; (b) procure at its own expense all necessary rights, licenses, permissions, waivers, releases and other documentation to permit work on the Shipment and/or work with any designated third party to do so; (c) take sole responsibility for contracts and related payments to third parties that contribute to the completion of the Shipment; (d) cooperate with Ovrsea and review, proof, and ensure the accuracy of all plans and/or recommendations made by Ovrsea to be used in the Shipment and/or uploaded on the Platform by Client and revert to Ovrsea within Ten (10) days of receipt of such information with Client approval and/or comments regarding the same; and (e) respond promptly to any reasonable requests from Ovrsea for instructions, information, or approvals required by Ovrsea to provide the Services.

The Client shall be fully liable for any damages incurred by Ovrsea for Client’s failure to inform and declare the exact nature and specificity of the Goods when the Goods require special provisions, including but not limited to the Goods’ value or their fragility or harmful contents. Further, the Client expressly agrees not to provide or give to Ovrsea any illegal or prohibited Goods (e.g., counterfeit products, drugs). The Client shall be solely responsible, without any legal remedy against Ovrsea, for the consequences, whatever they may be, resulting from erroneous, incomplete, inapplicable, or late declarations or documents, including any information required by the customs regulations, in particular for the transport of Goods shipped from third countries.

Cancellation by the Client of a shipment after acceptance of the Quotation will result in Ovrsea invoicing a cancellation fee to the Client.

SHIPMENTS TO OVRSEA

Packaging and Shipping Documentation. All Goods shipped to Ovrsea shall identify Client on the bill of lading, or other Agreement of carriage, as the named consignee/shipper, in care of Ovrsea. All Goods and packages must be clearly labeled to permit immediate and unambiguous identification of the place of delivery, and nature of the Goods. The labeling shall comply with all applicable laws and regulations.

Safety Requirements. All Goods shipped to Ovrsea shall be conditioned, packaged, and marked in such a way as to withstand transport and/or storage operations in a manner that complies with all applicable laws and industry requirements. Further, the Goods shipped by Client to Ovrsea must not constitute a cause of danger for any of Ovrsea’s employees or subcontractors handling the Goods, the environment, the safety of the transport machines, the other Goods transported or stored. The Client is solely responsible for the suitability for transport and handling of the Goods, and for any absence, insufficiency, or defect in the packaging, wrapping, marking, labeling, and securing of the Goods.

Indemnification. Client agrees to indemnify and hold Ovrsea harmless from all claims for transportation, storage, handling and other charges relating to such Goods, including undercharges, rail demurrage, truck/intermodal detention and other charges of any nature whatsoever.

Disposal of the Goods. If as a result of a quality or condition of the Goods, of which Ovrsea had no notice at the time of deposit, the Goods are a hazard to other property, the facility or to persons, Ovrsea may dispose of the Goods in any lawful manner and shall incur no liability by reason of such disposition, provided, however, that Ovrsea shall notify Client immediately of the intended disposal, and where reasonably possible, taking into account the hazardous nature of the Goods in question and how urgent disposal of Goods of this nature would customarily be expected, shall permit Client to promptly collect and/or dispose of the Goods if Client informs Ovrsea that it would want to do so.

SHIPMENTS FROM OVRSEA

Written Instructions. No Goods shall be shipped or transferred except upon receipt by Ovrsea of Client’s complete written instructions. Written instructions shall include but are not limited to Entry into Ovrsea’s system, or other established data integrations, E-Mail or similar communication, provided Ovrsea has no liability when relying on the information contained in the communication as received. Goods may be delivered upon instruction by telephone, but Ovrsea shall not be responsible for loss or error occasioned thereby.

Deliverance and Acceptance Requirement. Instructions to ship or transfer Goods on the books of Ovrsea are not effective until delivered to and accepted by Ovrsea, and all charges up to the time transfer is made are chargeable to the Client. If a transfer involves rehandling the Goods, such will be subject to a charge.

Use of Ovrsea’s Carrier Accounts. For Shipments made via Ovrsea’s Platform, Ovrsea will bill Client and make payment to the carrier. Client agrees to indemnify and hold Ovrsea harmless from all claims from the carriers for transportation, storage, handling, and other charges relating to such Goods, including undercharges, rail demurrage, truck/intermodal detention, and other charges of any nature whatsoever.

ADDITIONAL DOCUMENTS AND APPROVAL PROCESS

Upon request, each Party shall provide the other Party with any documents required in the normal course of business, or as required by any government authority, banks, and insurance companies, that are consistent with the terms of this Agreement and are reasonably necessary to carry out the intent and purpose of this Agreement or any SOW. Unless otherwise indicated, the Client will make reasonable efforts to respond to Ovrsea’s requests for approval within three (3) business days. If a Party cannot reasonably respond within such time frame, it will notify the other Party of its anticipated response date.

RATES AND CHARGES

Rates. All rates and charges are described in the SOW and subject to change only upon terms of this Agreement or otherwise agreed in writing by both Parties. When Client has multiple entities, described as campaigns, businesses, or divisions that each require separate records and billing, the minimum charges described in the SOW will apply to each entity. Prices are quoted exclusive of taxes. Quotes are determined by taking into account:

(i). The information provided by the Client on the day of the quotation, including, the number and nature of the Services to be performed, the nature, weight, characteristics, and volume of the Goods to be transported, and the routes to be taken that are provided by Client on the day of the quotation.

(ii). Currency rates on the day the quotation is issued,

(iii). Conditions and tariffs of Ovrsea's subcontractors as well as applicable laws, regulations and international conventions on the day the quotation is issued, and

(iv). Fuel prices.

Right to Increase Prices and Variable Expenses. Ovrsea shall have the right to increase prices on Services due to federal or state minimum labor rate increases equal to the percentage of increase passed to Ovrsea, upon sixty (60) days’ notice to Client. In addition, rates are valid for the period indicated on the SOW. Should one or more of the elements mentioned in (i), (ii), (iii) and (iv) above be modified following Client’s acceptance, including by Ovrsea's substitutes (in particular, modification of rates) in a manner opposable to Ovrsea, Ovrsea may in its sole discretion, upon notice to the Client, adjust a quote upwards or downwards in order to take these modifications into account. Client shall bear all such variable costs and/or upward price adjustments as described above.

Client further understands that it is responsible for any variable costs and surcharges such as but not limited to CAF/BAF/IMCO/CONGESTION/AMS/ISPS/FP/ERS/WAR RISK/FUEL/SECURITY, incurred by Ovrsea, including but not limited to variable expenses and charges described by above, and changes in the labor market.

Customs Advance Fee: Ovrsea's advance payment of duties and/or taxes on behalf of the Client to the competent authorities shall result in Ovrsea invoicing the Client for service fees.

Changes in the labor market. Both Client and Ovrsea understand and agree that the paying of competitive wages by Ovrsea to its employees is critical to being successful in providing the Services. Due to the volatility in the labor market with respect to availability, competition, and wage pressure, it may become necessary for Ovrsea to increase wages and/or offer incentives, including bonuses to attract and retain employees. Prices are subject to extraordinary events and variable charges and will accordingly be adjusted upwards or downwards by Ovrsea. Client shall bear all such variable costs and/or upward price adjustments regarding changes in the labor market. Should this need result in an increase in wages of more than 5%, the Parties will negotiate in good faith revised pricing to reflect the increase in service fees to Client. Any change to pricing shall take effect 30 days from the date that the Parties have agreed to revised pricing. Should the Parties not be able to come to an agreement within 30 days of notice from Ovrsea to Client, Ovrsea shall have the right to terminate the Agreement, without penalty, upon 90 days’ notice.

DEPOSITS

Service Deposit. A Service deposit, as described in the SOW, may be requested by Ovrsea for payment by Client upon execution of this Agreement.

Refund of the Deposits. The deposits are refundable, less any unpaid balance due, within 4 weeks of termination being fully executed. The deposits may not be used as the last payment by the Client. Ovrsea reserves the right to apply any deposited funds towards any unpaid balances due, regardless of category, i.e. Service and Storage or Freight/Postage.

Credit Limit. Ovrsea reserves the right to establish a credit limit for Client. Ovrsea will notify Client in writing of any such limits.

PAYMENT

Fees. In consideration of the Services to be provided by Ovrsea to Client hereunder and Client’s use of Ovrsea’s Platform, Invoices issued by Ovrsea are payable by the Client in full no later than the payment deadline stated on the invoice or in the SOW. In any case, Client shall pay Ovrsea invoiced amounts within seven (7) days following Client’s receipt of the invoice (“Fees”). Ovrsea shall invoice Client per the payment schedule in the SOW. Client understands and agrees that any modification regarding the terms agreed upon in the SOW, including but not limited to the deadlines, the Services to be provided, the elements to include in the Shipment shall result in additional fees and expenses which shall be invoiced separately upon the agreement of the Parties.

Expenses. Client shall reimburse Ovrsea directly for reasonable expenses approved by Client and incurred in connection with providing Services hereunder direct costs outlined in the SOW purchased or paid by Ovrsea to vendors or third parties on Client’s behalf. Client shall be solely responsible for all taxes of whatever nature, including federal, state, and local taxes and surcharges applicable to the Services (other than income taxes payable by Ovrsea).

Payment. Should Ovrsea be obliged to engage the services of an attorney to collect payment from Client, Client shall pay the legal fees and expenses incurred. Ovrsea accepts fee payments via wire transfers.

Disputes. All invoice and expense disputes must be sent to Ovrsea in writing within Forty-Eight (48) hours of invoice receipt. Client and Ovrsea both agree to work in good faith to timely resolve any disputed fees.

LATE PAYMENT

Late Payment Penalty. All payments not paid when due shall be subject to the following actions upon notice to Client:

(i)         Ovrsea may assess finance charges equaling 1.25% monthly.

(ii)        Ovrsea may withhold Services, including but not limited to access to the Platform.

(iii)       In the event of repeated occurrences of late payment, defined as more than once in a three (3) month period, Ovrsea may unilaterally amend the Agreement to require Client to pay for all anticipated charges in advance.

(iv)       In the event that Ovrsea requires advanced payment from the Client, Services and/or access to the Platform may be withheld until such advance payment is made.

(v)        All banking fees incurred by Ovrsea resulting from Non-Sufficient Funds (NSF) in the Client's Account will be billed to Client.  Additionally, Ovrsea will assess an NSF Administration fee to Client in the amounts of $25.00 for the first occurrence, $50.00 for the second occurrence, and $250.00 for the third and each subsequent occurrence(s).

(vi)       Any reasonable costs incurred by Ovrsea in the effort to collect a debt from the Client, including reasonable attorney fees or collection agency commissions, will be passed on and added to the Client's balance.

Independence of Invoices. Payment of Ovrsea invoices is not dependent upon Client's collection from its own clients.

TAXES

Client’s Responsibility to Pay Taxes. Client is responsible for registration and payment of any applicable taxes with local taxing authorities that may constitute nexus for Client as a result of utilizing the Services and/or Platform from Ovrsea.

Sales and Uses Taxes Exemption. At the time of this Agreement, Ovrsea believes that revenue paid by the Client to Ovrsea for Services is exempt from Sales and Use Taxes. In the event local taxing authority(ies) in any of the locations where Ovrsea provides the Services for Client assesses Sales and Use taxes, then Ovrsea will pass along said taxes to the Client. Ovrsea will then be responsible for filing and paying the taxes plus any previous Sales and Use Taxes as a final determination by the local authority.

REFUNDS

Ovrsea does not refund Client.

If a third-party vendor allows for a refund, Ovrsea will refund the Client within 10 calendar days of receiving the refund, or with the Client's written authorization, the amount will be used for the purchase of other services.

COMMUNICATION AND BUSINESS HOURS

We request all service-related messages to be sent via email to the contact person stated on the Client’s Account, and for all phone calls, meetings, and site visits to be scheduled in advance to ensure availability. Please allow at least 24 hours for our response. There may be periods where we may be delayed in responding, and we will use our best efforts to notify you of any such scheduled delay.

NON-DISPARAGEMENT

Client agrees to take no action, both during and after the term of this Agreement, which is intended or would reasonably be expected to harm Ovrsea’s reputation, or which would reasonably be expected to lead to unwanted or unfavorable publicity to Ovrsea. If Client has any concerns or complaints regarding Ovrsea's services, Client is encouraged to reach out to Ovrsea directly via e-mail or phone call so that issues can be discussed.

CONFIDENTIALITY

Confidentiality.  Each Party acknowledges that in the course of negotiating and/or performing this Agreement, it will have access to certain confidential information of the other Party concerning the other Party’s business, plans, customers, data, technology, products, the terms and conditions of this Agreement, and other information held in confidence by the other Party (“Confidential Information”). Confidential Information will include all information in tangible or intangible form that is marked or designated as confidential. Except as reasonably required by law or regulation or in connection with the performance of a Party’s obligations under this Agreement, each Party agrees that it will not use in any way for its own account or the account of any third party the other Party’s Confidential Information or disclose it to any third party. Each Party will take reasonable precautions to protect the confidentiality of the other party’s Confidential Information at least as stringent as it takes to protect its own Confidential Information.

Exceptions. Information will not be deemed Confidential Information hereunder if such information (i) is known to the receiving Party prior to receipt from the disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (ii) becomes known (independently of disclosure by the disclosing Party) to the receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving Party; or (iv) is independently developed by the receiving Party. The receiving Party may disclose Confidential Information for the limited purpose of enforcing its rights under this Agreement before a court of competent jurisdiction, or pursuant to the requirements of a governmental agency, subpoena, or by operation of law, provided that it gives the disclosing Party reasonable prior written notice sufficient to permit the disclosing Party to contest such disclosure.

Return of Confidential Information. Upon the written request of either Party and upon termination of this Agreement, the receiving Party will return to the disclosing Party all tangible expressions (including all copies) of Confidential Information of the disclosing Party.

TERM AND TERMINATION

Term and Renewal. This Agreement, effective as of the date of execution by both Parties, shall remain in force until completion of Services stated in any applicable SOW, it being understood that the terms herein shall apply to all services provided by Ovrsea to Client. The terms of the Agreement shall remain unchanged unless otherwise modified by Ovrsea. In case of modification, Ovrsea shall notify Client accordingly.

Termination. Ovrsea may terminate this Agreement: (i) without cause, effective upon sixty (60) days prior written notice to the Client, as appropriate, at any time during the term of this Agreement; (ii) if the other Party becomes the subject of any voluntary or involuntary proceeding under the U.S. Bankruptcy Code or state insolvency proceeding, and such proceeding is not terminated within sixty (60) days of its commencement; or (iii) if the other Party ceases to be actively engaged in business. All provisions of this Agreement that by their nature are intended to extend beyond the Term of this Agreement will survive termination. However, if, for any reason, this Agreement or any SOW is terminated by Client, Client will be responsible to pay Ovrsea all outstanding invoices.

Third Party Agreements Effected by Termination. Any third-party agreements that cannot be canceled or assigned by Ovrsea to Client shall be carried to completion by Ovrsea, and Client shall remain liable for any payments or charges incurred by Ovrsea or due to Ovrsea as applicable compensation as outlined in any SOW.

Disposition Of Client’s File Upon Conclusion. Unless required by applicable law, Client agrees that Ovrsea following two (2) years from the conclusion of its Services to Client, may destroy any documents and/or data, physical or electronic, in its possession.

PROPRIETARY RIGHTS

Ovrsea’s property. Client acknowledges and agrees that the Platform as well as its contents and Service and any necessary software used in connection with the Platform and Service contains proprietary and Confidential Information that is protected by applicable intellectual property and other laws. Client further acknowledges and agrees that the content or information presented to the Client through and on the Platform and/or Service may be protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. Ovrsea shall retain all right, title and interest in the Ovrsea’s property, trademarks, patents, copyrights, its Confidential Information, and all its intellectual property rights thereto. Such materials and any copies and parts thereof, as well as any improvements, modifications and derivative works, and any intellectual property rights therein, are and shall remain Ovrsea’s property as well. Nothing in this Agreement shall effect a transfer of Ovrsea’s or Ovrsea’s subcontractor’s intellectual property rights, or otherwise be construed to confer any license to Client under such intellectual property rights, except as expressly set forth in this Agreement or in the SOW.

Tools. “Tools,” as used herein, shall mean all products, devices, software, computer programs, techniques, know-how, specifications, data procedures, and modifications thereto, whether patentable or copyrightable, whether tangible or intangible, and all right, title, and interest in and to the intellectual property derived from works, that have been or will be created, developed, or otherwise acquired by Ovrsea prior to execution of this Agreement or that have general utility to Ovrsea outside the scope of this Agreement. All Tools shall be and remain the exclusive property of Ovrsea.

Ovrsea Activities. Ovrsea is in the business of importing and exporting Goods for corporate clients and Client understands that Ovrsea will continue these activities for its other clients. Accordingly, nothing in this Agreement shall preclude or limit Ovrsea from providing its Services, irrespective of the possible similarity of services or Shipments which might be delivered to Client.

License to Developed Content and Social Media. The Client hereby grants Ovrsea a non-exclusive, non-transferable, non-assignable license, without the right to grant sub-licenses, to use the Client’s name to promote its Services and the Platform, including but not limited to on its website, social media handles, and/or brochures. Client agrees to allow Ovrsea to utilize photos which may be taken of the Client and/or events and products related to Shipments for social media and marketing purposes.

INDEPENDENT CONTRACTOR

It is intended that under this Agreement, Ovrsea is acting as an independent contractor for and on behalf of the Client, is not an agent of Client and does not own the Client's Goods, purchased from the Client's vendors, directly sell to the Client's clients, nor is it responsible for any liabilities associated with any transactions by the Client. Client acknowledges and agrees that it will not provide Ovrsea and/or any of its employees with any employee benefits, including without limitation any employee stock purchase plan, social security, unemployment, medical, or pension payments, and that income tax withholding is Ovrsea’s responsibility. In addition, the Parties acknowledge that neither Party has, or shall be deemed to have, the authority to bind the other Party. Client shall not be responsible to Ovrsea or Ovrsea’s employees or any governing body for any payroll-related taxes related to the performance of Services.

ACCOUNT INFORMATION AND DATA

Ownership. Ovrsea will have no ownership in any data, information or material that Client submits to Ovrsea in the course of using the Service and/or access to its Platform. Client, not Ovrsea, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data.

Compliance. Ovrsea may withhold Services and/or access to the Platform, on notice to Client, in any situation where Ovrsea has determined that Client is not in compliance with applicable laws, rules, and/or regulations, whereby the continuation of providing the Services and/or access to the Platform, Ovrsea would become an accomplice to said non-compliance.

NOTICE OF CLAIM AND FILING OF SUIT

Notice. Claims by the Client must be presented in writing to Ovrsea within a reasonable time, and in no event any later than ninety (90) days after either: 1.) delivery to Client’s recipient, or 2.) When not delivered, when Client is notified by Ovrsea, or otherwise becomes aware, that loss or damage to part or all of the Goods has occurred, or that it has suffered any loss, damage, or injury from any Services provided by Ovrsea and/or use of the Platform.

Maintenance of Lawsuit. No lawsuit or other action may be maintained by the Client against Ovrsea with respect to the Goods, Platform, or Services unless timely written claim has been given as provided in the previous paragraph of this section and unless such lawsuit or other action is commenced within nine (9) months of Ovrsea’s receipt of said claim.

LIABILITY AND LIMITATION OF DAMAGES TO CLIENT’S GOODS

NO LIABILITY FOR LOSS OR DAMAGES. EXCEPT AS MAY BE OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, OVRSEA SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO GOODS TENDERED, STORED OR HANDLED HOWEVER CAUSED UNLESS SUCH LOSS OR DAMAGE RESULTED FROM THE FAILURE BY OVRSEA TO EXERCISE SUCH CARE IN REGARD TO THEM AS A REASONABLY CAREFUL PERSON WOULD EXERCISE UNDER LIKE CIRCUMSTANCES AND OVRSEA IS NOT LIABLE FOR DAMAGES WHICH COULD NOT HAVE BEEN AVOIDED BY THE EXERCISE OF SUCH CARE.

LIMITED REMEDIES. THE CLIENT DECLARES THAT ANY RIGHT IT MAY HAVE TO RECOVER DAMAGES FROM OVRSEA ARE LIMITED TO THE LESSER OF EITHER: (i) LIMITATIONS BY LOCATION TYPE, WHICH ARE ONE HUNDRED DOLLARS ($100.00) PER SINGLE BIN LOCATION, TWO HUNDRED DOLLARS ($200.00) PER DOUBLE BIN LOCATION, AND ONE THOUSAND DOLLARS ($1,000.00) PER PALLET; OR (ii) THE PER ITEM LANDED COST, PROVIDED, HOWEVER, THAT SUCH LIABILITY MAY AT THE TIME OF ACCEPTANCE OF THIS CONTRACT BE INCREASED UPON CLIENT’S WRITTEN REQUEST ON PART OR ALL OF THE GOODS HEREUNDER IN WHICH EVENT ADDITIONAL CHARGES WILL BE MADE BASED UPON SUCH INCREASED VALUATION. CLIENT IS TO PROVIDE ITEM LANDED COST AT TIME OF SETUP OF EACH ITEM AND SHALL BE RESPONSIBLE FOR PROVIDING UPDATES TO OVRSEA OF ANY CHANGES TO THE THIS VALUE SO THAT OVRSEA MAY ADEQUATELY ASSESS ITS LIABILITY AT ALL TIMES.

TEMPERATURE OR HUMIDITY. OVRSEA SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO CLIENT'S GOODS THAT IS CAUSED BY THE LACK OF TEMPERATURE OR HUMIDITY CONTROL, UNLESS OTHERWISE AGREED.

COST OF REMOVING AND DISPOSING. WHERE LOSS OR DAMAGE OCCURS TO TENDERED, STORED OR HANDLED GOODS, FOR WHICH OVRSEA IS NOT LIABLE, AS OUTLINED ABOVE, THE CLIENT SHALL BE RESPONSIBLE FOR THE COST OF REMOVING AND DISPOSING OF SUCH GOODS AND THE COST OF ANY ENVIRONMENTAL CLEAN UP AND SITE REMEDIATION RESULTING FROM THE LOSS OR DAMAGE TO THE GOODS.

CONSEQUENTIAL DAMAGES. THE PARTIES SHALL NOT BE LIABLE FOR ANY LOSS OF PROFIT OR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND.

INVENTORY SHORTAGE AND DISAPPEARANCE OF GOODS. OVRSEA SHALL BE LIABLE FOR LOSS OF GOODS DUE TO INVENTORY SHORTAGE OR UNEXPLAINED OR MYSTERIOUS DISAPPEARANCE OF GOODS ONLY IF CLIENT ESTABLISHES SUCH LOSS OCCURRED BECAUSE OF OVRSEA’S FAILURE TO EXERCISE THE CARE REQUIRED OF OVRSEA AS OUTLINED ABOVE. ANY PRESUMPTION OF CONVERSION IMPOSED BY LAW SHALL NOT APPLY TO SUCH LOSS AND A CLAIM BY CLIENT OF CONVERSION MUST BE ESTABLISHED BY AFFIRMATIVE EVIDENCE THAT OVRSEA CONVERTED THE GOODS FOR OVRSEA’S OWN USE.

LIABILITY AND LIMITATION OF DAMAGES FOR SERVICES AND THE PLATFORM

AMOUNT OF COMPENSATION ALLOWED. EXCEPT AS MAY BE OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, THE PARTIES SHALL NOT BE LIABLE FOR LOSS, DAMAGE, OR INJURY FROM SERVICES AND/OR GOODS PROVIDED AND/OR ACCESS AND USE OF THE PLATFORM, HOWEVER CAUSED, BEYOND THE AMOUNT OF COMPENSATION THAT OVRSEA HAS RECEIVED FROM, OR IS OWED BY, CLIENT FOR SUCH SERVICES AND/OR PLATFORM (AS DISTINGUISHED FROM ANY CHARGES FOR FREIGHT/POSTAGE, TELECOMMUNICATIONS, SUPPLIES, ETC.) DURING THE SIX-MONTH PERIOD PRECEDING ANY SUCH LOSS, DAMAGE, OR INJURY.

CHARGEBACKS. OVRSEA SHALL NOT BE LIABLE FOR CHARGEBACKS OR ANY CLAIMS FROM CLIENT'S CUSTOMERS.

LIABILITY FOR MISSHIPMENT

If Ovrsea negligently misships Goods, Ovrsea shall pay the reasonable transportation charges incurred to return the misshipped Goods to Ovrsea or Client. If the consignee fails to return the Goods, Ovrsea’s maximum liability shall be for the lost or damaged Goods and Ovrsea shall have no liability for damages due to the consignee’s acceptance or use of the Goods whether such Goods be those of the Client or another.

SHRINKAGE ALLOWANCE

Amount. Client agrees to a shrinkage allowance of 1% per year of the total value of the Goods processed, subject to Ovrsea's standard of care and damage limitations as outlined above, calculated by taking the sum of the landed costs of all applicable Goods received, plus the sum of the landed costs of all applicable Goods shipped, divided by two, and then multiplied by the shrinkage allowance percentage. Loss or damage in excess to the Shrinkage Allowance will be compared to the damage limitations as outlined above on an item-by-item basis.

Excess. Should the rate of shrinkage exceed the shrinkage allowance described above, in any cycle count period, or during any full inventory count, or there is evidence suggesting that there are concealed shortages, either Party shall have the right to require that all cartons be opened, inspected and counted by Ovrsea upon receipt, all inventory in Ovrsea’s possession is counted.   The taking of inventory, including periodic cycle counts and full inventories, and the opening, inspection and counting of carton contents at the time of receipt, will all be billed to Client at the then current Warehouse hourly rate.

FORCE MAJEURE

When Goods are ordered out, Ovrsea shall be given a reasonable time to carry out instructions, and if it is unable because of acts of God, war, acts of terrorism, public enemies, seizure under legal process, strikes, lockouts, riots or civil commotions, fires, explosions, floods, earthquakes, pandemic or any reason beyond Ovrsea’s control, or because of loss of or damage to Goods for which Ovrsea is not liable, or because of any other excuse provided by law, Ovrsea shall not be liable for failure to carry out such instructions and Goods remaining in storage will continue to be subject to charges.

LIEN

Ovrsea shall have a general warehouse lien for all lawful charges for storage and preservation of the Goods; also, for all lawful claims for money advanced, interest, insurance, transportation, labor, and other charges and expenses in relation to such Goods, and for the balance on any other accounts that may be due. Ovrsea further claims a general warehouse lien for all such charges, advances, and expenses with respect to any other Goods stored by the Client in any other facility owned or operated by Ovrsea. In order to protect its lien, Ovrsea reserves the right to require advance payment of all charges prior to shipment of Goods.

RIGHT TO STORE GOODS

Client represents and warrants that Client is lawfully in possession of the Goods and has the right and authority to store them with Ovrsea.

WARRANTIES

Ovrsea Warranties. Ovrsea warrants to Client that Ovrsea will perform the Services in a professional and workmanlike manner.

Exclusive Remedies. For any breach of the foregoing warranties, the remedies due by Ovrsea are strictly limited to the price paid by Client on the applicable SOW. This compensation shall not exceed the compensation due in case of loss or damage of the Goods.

Warranty Disclaimers. Except as expressly set forth above, Ovrsea makes no other warranties or representations concerning the Services and/or the Platform or any results to be achieved through use of the Services and/or the Platform. Ovrsea disclaims all other warranties, express or implied, including the warranties of merchantability and fitness for a particular purpose, and all implied warranties arising from a course of dealing, usage, or trade practice. Ovrsea does not warrant that the Services and/or the Platform will be uninterrupted or error-free.

Client Warranties. Client warrants and represents that: (i) it has the right to enter into this Agreement; (ii) it has all rights necessary and appropriate in order for Ovrsea to perform the Services in any designated location specified in the SOW and shall comply with all laws and regulations as necessary to lawfully conduct this Agreement or any SOW; (iii) it will provide Ovrsea with any planning, budgeting, scheduling, expediting, coordinating and supervising elements necessary for the timely execution of the Services; and (iv) it shall not supply Content to Ovrsea which infringes on the intellectual property rights of any third party and, to the best of its knowledge, any materials supplied by the Client shall be original and non­infringing work of the Client, its employees, agents, subcontractors or consultants, or are permitted by a valid license between the Client and the owner thereof.

INSURANCE

Client’s Insurance. Client agrees to maintain at all effective times of this Agreement, 1.) Commercial General Liability insurance in an amount of not less than ONE MILLION DOLLARS ($1,000,000), 2.) Product Liability Insurance in an amount of not less than FIVE MILLION DOLLARS ($5,000,000), and 3.) Commercial Property Insurance at levels sufficient to protect the value of the Goods deposited to Ovrsea, and shall add Ovrsea as an additional insured under said policy(ies). Supporting documentation showing that Ovrsea has been added as an additional insured shall be provided to Ovrsea within ten (10) business days from execution of this Agreement and as reasonably requested.  Ovrsea reserves the right to withhold Services and/or access to the Platform at any time that it does not possess updated and valid documentation ensuring that this level of protection is in place.

INDEMNIFICATION

Indemnity. Client shall indemnify, defend and hold Ovrsea, its employees, officers, directors, agents, predecessors, successors, and assigns harmless from and against any and all liability, claims, suits, liabilities, losses, costs, fines, penalties, expenses (including, but not limited to attorney’s fees, court costs and reasonable investigation expenses), judgments, or demands on account or damage of any kind whatsoever, including but not limited to personal injury or death), property damage, intellectual property damage, monetary damages claims for equitable relief, or any combination thereof, suffered or claimed to have been suffered by any person or persons, arising out of: (i) the infringement of any patent, trademark, copyright or other proprietary rights of third parties by Client in the manufacture, use or sale of the Goods; (ii) any false or misleading labeling or other deceptive advertising practices alleged by third parties to have been employed by Client in connection with the Goods; (iii) the quality of the materials or workmanship utilized in the manufacture of the Goods being other than represented by Client; (iv) Client’s representations or performance under this Agreement; (v) any act, omission, negligence or intentional misconduct of Client, its employees or agents; (vi) Client’s or its employees’ or agents’ violation of applicable laws or regulations; or (vii) Client’s or its employees’ or agents’ breach of this Agreement. Any insurance obligations under this Agreement are independent of Client’s indemnification obligations under this Section and shall not be construed or interpreted in any way to restrict, limit, or modify the Client’s indemnification, obligations, and liability.

Survival. The obligations of this Section shall survive termination of this Agreement with respect to claims arising while this Agreement is in effect.

ETHICS AND COMPLIANCE

The Parties undertake to comply with all applicable laws and regulations, in particular those relating to the fight against corruption, and each Party shall indemnify and hold the other Party harmless from and against any and all liability, costs, charges and expenses that may arise from any illegal acts or omissions committed by it.

The Parties undertake to comply with the principles and rules of conduct applicable to Ovrsea and set out in the Code of Conduct.

The Client will also comply with (i) all applicable prohibitions concerning transactions involving individuals or entities located in or operating from countries subject to sanctions adopted by the United Nations, the United States of America, the European Union, etc., as well as (ii) prohibitions concerning transactions or transfers to legal entities or individuals appearing on a list of persons subject to sanctions.

Finally, the Client certifies that none of its owners, shareholders, administrators, directors, employees, subcontractors, agents or any other third party acting on its behalf in the performance of the Order :

• Is not a person or organization on any sanctions list, including but not limited to the U.S. OFAC lists "Specially Designated National List", "Blocked Persons List", "Denied Parties List", "Entity List", "Unverified List", "Department of State Debarred Parties" and the "Non-Proliferations Sanction List";
• Is not affiliated with any of the above: this includes, but is not limited to, spouses, children, parents, brothers, sisters, sons-in-law, parents-in-law, brothers-in-law and sisters-in-law.

If the Client fails to comply with any of the obligations set forth in this section, Ovrsea reserves the right to treat any such failure as a material breach of the Agreement and to exercise any rights or remedies that Ovrsea may have under the Agreement or at law.

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MISCELLANEOUS

Notices. All notices required or permitted hereunder shall be in writing and deemed duly given when personally delivered or sent by mail and/or email in a manner providing written confirmation of delivery, return receipt requested or via regularly scheduled courier service providing written confirmation of delivery to the Liaison specified in the SOW.

Assignment. Client shall not have the right to assign this Agreement in whole or in part without written approval of Ovrsea. The Client authorizes Ovrsea to use any subcontractor of its choice and to communicate to subcontractors the information necessary for the execution of the Services.

Governing Law/Venue. This Agreement will be governed by internal substantive laws of the State of New York without regard to conflict of laws provisions. The state and federal courts sitting in the City of New York in the State of New York will have exclusive venue and jurisdiction over any disputes under this Agreement.

Severability. If any provision of this Agreement is held to be unenforceable for any reason, it will be modified rather than voided, if possible, in order to achieve the intent of the Parties to this Agreement to the extent possible. Any provision which is not enforceable as written will be deemed amended to narrow its application to the extent necessary to make the provision enforceable under applicable law and enforced as amended. In any event, all other provisions of this Agreement will be deemed valid and enforceable to the full extent of the law.

Counterparts; Facsimile; pdf. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. Delivery of an executed signature page to this Agreement by facsimile or electronic delivery of a pdf file shall be effective to the same extent as if such Party had delivered a manually executed counterpart.

No Rule of Strict Construction. Regardless of which Party may have drafted this Agreement, no rule of strict construction shall be applied against either Party.

Entire Agreement; Modification and Waiver. This Agreement and the SOW(s) represent the only agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements and communications, whether written or oral, relating thereto, including any Ovrsea proposals. The terms of this Agreement prevail over the terms of any applicable SOW. The terms and conditions of this Agreement will control any conflicting course of dealing or performance, or any conflicting or additional terms set forth in any Client purchase order or other ordering document (other than an SOW executed by the Parties). No purported amendment, modification or waiver of any provision hereof will be binding unless set forth in a written document signed by the Parties (in the case of amendments or modifications) or by the party to be charged thereby (in the case of waivers). Any waiver will be limited to the provision hereof and the circumstance or event specifically made subject thereto and will not be deemed a waiver of any other term hereof, or of the same circumstance or event upon any recurrence thereof. This Agreement may be executed in counterparts.

ACKNOWLEDGEMENTS

Client acknowledges, understands, and agrees to all the terms outlined in this Agreement.  The signature on any SOW shall constitute irrevocable acceptance of the terms of this Agreement herein.

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