Terms of Service

The following Terms of Service, together with the relevant information set out on the Web site and/or provided via the Services, including any features and services available, such as RSS feeds, podcasts, video and photographs, publications, and other materials are subject to the Terms and Conditions set forth below. Please read them carefully as any of use of this Web site and our Services constitutes an agreement, without acceptance, to be bound thereby by the User. By using the Web site and our Services you represent that you are at least eighteen (18) years old, have read and understand the Terms of Service, and that you agree to be bound by these Terms of Service as set forth below.

These Terms and Conditions may be subject to General Web site Terms and Conditions and our Privacy Policy.

SECTION I: DEFINITIONS

As used herein, the following terms shall have the following definitions:

1. References to “Customer” mean a registered User of the Services.
2. References to “Dispute” mean any claim, conflict, controversy, disagreement between the Parties arising out of, or related in any way to, these Terms (or any Terms, supplement or amendment contemplated by these Terms,) including, without limitation, any action in tort, contract or otherwise, at equity or at law, or any alleged breach, including, without limitation, any matter with respect to the meaning, effect, validity, performance, termination, interpretation or enforcement of these Terms or any Terms contemplated by the Terms.
3. References to “Effective Date” mean the date the User places an order for Services, whether as a Free or Paid Plan.
4. References to “Material Breach” mean any breach of these Terms upon the occurrence of which a reasonable person in the position of the non-breaching Party would wish to immediately terminate these Terms because of that breach.
5. References to an “Order Form” mean an Order Form completed online via the Web site by Customer.
6. References to the “Services” mean any and all services offered by Service Provider, including but not limited to fulfillment automation services.
7. References to the “Terms” and/or “Agreement,” mean this, these Terms of Service as set forth herein.
8. References to “Service Provider” and/or “NDN” and/or “Next Day Nutra,” mean Next Day Nutra, and its subsidiaries, parents and affiliates.
9. References to the “Web site” mean the Web sites bearing the URLs nextdaynutra.com and app.nextdaynutra.com as well as any other Web site owned and/or operated by Service Provider related to the Services.
10. References to “Product Catalog” mean the websites that the Service Provider offers functionality for allowing users to import a product to their Store from.
11. References to 3PL (Third-Party Logistics) mean warehousing and third-party logistics provider specializing in direct-to-consumer fulfillment services, further defined as the storing of a Customer’s product, the packaging, and subsequent shipping thereof, specific to the needs of the Customer and as further defined in Section VII (“Fulfillment Services”)
12. References to MOQ (Minimum Order Quantity) means the minimum quantity that Next Day Nutra requires per product or service in a single order. Customers must meet or exceed this quantity when placing an order. MOQ may vary based on a customer’s selected plan, subscription, or package.
13. References to Custom Formulation means the creation of a unique product formula tailored to specific requirements or preferences. Custom Formulations will be subject to MOQs and lead times and may require a separate contract or agreement of terms.
14. References to “Quality Control” means the systematic processes and procedures implemented to ensure that deliverables meet established quality standards, regulatory requirements, and specifications throughout the production process. Specific to product manufacturing, It encompasses various activities including testing and documentation, aimed at verifying the safety, purity, and identity of products.
15. References to “Subscription” means a recurring payment arrangement where a customer pays a regular fee at set intervals (e.g., monthly, annually) to access a service or receive products on an ongoing basis.
16. References to Design & Development Services mean professional services provided by Next Day Nutra aimed at conceptualizing, creating, and enhancing products, brands, or digital platforms to meet specific customer needs or business objectives. These services may include but are not limited to consulting, branding, and website development.
17. Reference to Manufacturing Services means the production or brokerage of consumable products through various processes including but not limited to sourcing, formulating, blending, assembly, and packaging, to produce products according to specifications provided by the customer or as per industry standards.

SECTION II: GENERAL PROVISIONS FOR SUBSCRIPTIONS & PLANS

2.1. About the Services. Service Provider provides an online tool which allows Users to perform a number of functions to help automate or semi-automate their drop-shipping businesses. A current list of the Services provided via the Next Day Nutra can be found online at https://nextdaynutra.com and is subject to change from time-to-time, without notice, and pursuant to Next Day Nutra’s sole and exclusive discretion.

2.2. Reliance on the Services; Assumption of the Risk. Customer acknowledges that the Services are provided for general information only and should not be relied upon or used as the sole basis for making shipment decisions or processing shipments without consulting primary, more accurate, more complete or more timely sources of information. In no event should a Customer rely on automation of business processes without checking such automation. Customer acknowledges further that any reliance on the Services is at Customer’s own risk.

2.3. Success, Compliance Not Guaranteed. Customer agrees and acknowledges that, due to the nature of the Services, Service Provider cannot guarantee an increase in Customer’s drop-shipping sales or an increased efficiency in Customer’s drop-shipping processes.

2.4. Restrictions and Responsibilities. In addition to the other restrictions on use set forth herein, Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Service Provider or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. Further, Customer may not remove or export from the United States or any other authorized territory or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, the EU embargoed countries list set forth by the E.U. Common Foreign and Security Policy, or any other United States or European Union or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Service Provider’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

2.5. System Updates. The Services will include all updates and new versions of the Software. However, Next Day Nutra may release new services, products or modules which are not covered in this Agreement and which may be subject to additional fees. While the Service provider will work to notify the Customer of any expected Services outages, the Customer acknowledges that system downtime may occur without prior notice.

2.6. Technical Support. Service Provider will provide Technical Support to Customer via email, secure message, and instant chat on weekdays during the hours of 8:00 am through 4:00 pm U.S. Central time, with the exclusion of U.S. Federal Holidays (“Support Hours.”) Customers may initiate a helpdesk ticket during Support Hours by emailing [email protected] or by messaging us via Live Chat from our Web site. Customers may also send us a message at any time via our support ticket system on Customers’ Account dashboards. Service Provider will use commercially reasonable efforts to respond to all initial Helpdesk inquiries within one (1) business day.

2.7. Modifications and Changes to the Services. We may modify, add to, suspend, or delete any aspect of the Services offered by us, in whole or in part, at our sole discretion at any time, with such modifications, additions or deletions being immediately effective. Such modifications, additions or deletions may include but are not limited to content offered, hours of availability, and equipment needed for access or use.

2.8. General Prohibited Uses of Web site and Services. In addition to the other restrictions on use set forth herein, you agree and acknowledge that you shall not use the Web site and Services: (a) for any unlawful purpose; (b) to solicit Users to perform or participate in any unlawful acts or to engage in acts that are unrelated to the purpose(s) of the Web site ro the Services; (c) to violate any international, governmental, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Web site or the Services; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Web site or the Services. We reserve the right to terminate your use of the Web site and the Services for violating any of the prohibited uses or for any other reason in our sole and exclusive decision.

SECTION III: ACCOUNTS, USE OF THE SERVICES FOR SUBSCRIPTIONS & PLANS

3.1. Online Accounts. Customer shall be given the opportunity to register via an online registration form to create a Customer account, (hereinafter Customer’s “Account,”) that will allow Customer to receive information from Service Provider and/or to participate in certain features of the Services. Service Provider will use the information Customer provides in accordance with Service Provider’s Privacy Policy. Customer represents and warrants that all information Customer provides on the registration form is current, complete and accurate to the best of Customer’s knowledge. Customer agrees to maintain and promptly update Customer’s registration information so that it remains current, complete and accurate. During the registration process, Customer may be required to choose a password. Customer acknowledges and agrees that Service Provider may rely on this password to identify Customer. Customer is responsible for all use of Customer’s Account as well as any action taken thereunder, regardless of whether Customer authorized such access or use, and for ensuring that all use of Customer’s Account complies fully with the provisions of these Terms of Service.

3.2. Multiple Accounts, Transfer Prohibited. Customer shall not have more than one (1) Account and shall not sell, trade or transfer that Account to any other person or entity. This includes, but is not limited to, selling access to the Customer Account by adding others as Sub Users.

3.3. Right to Monitor. Service Provider shall have the right to monitor Customer’s Account in Service Provider’s sole and exclusive discretion.

3.4. Customer Responsibilities. Customer shall ensure that the Customer’s ecommerce stores are compatible with the Service Provider’s tools. Customer must use the most current version of the Chrome web browser.

3.5. Free Plans. Customers who elect to use our Free Plan (if available) will receive those services set forth in the Free Plan description found online at https://www.nextdaynutra.com/pricing/ which are subject to change in our sole and exclusive discretion.

3.6. Paid Plans. Customers who elect to sign up for a paid service plan, (“Paid Plan,”) can do so via an Order Form and shall be entitled to receive the services compatible with the Paid Plan selected. Such services are listed via the Web site, available at https://www.nextdaynutra.com/pricing/, and are subject to change in our sole and exclusive discretion.

3.7. Data Confidentiality. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Service Provider includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Service Provider to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance or development of the Services or as otherwise permitted herein or in the Service Provider’s Privacy Policy, attached hereto) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. Customer shall own all right, title and interest in and to the Customer Data. Service Provider shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Services, Customer feedback or technical support, and (c) all intellectual property rights related to any of the foregoing. Notwithstanding anything to the contrary, Service Provider shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Service Provider will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Service Provider offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

3.8. Service Levels. The Services shall be available Ninety-Nine Percent (99.9%,) measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Service Provider’s control will also be excluded from any such calculation. Service Provider does not warrant that the Services will be free of downtime and cannot be held liable therefore.

3.9. Termination. Customers may terminate their Accounts and use of the Services at any time by contacting customer support directly via Live Chat or email.

3.10. Right of Refusal, Limitation, Discontinuation, and Termination. We reserve the right to refuse to provide access to the Services for any reason at any time in our sole and exclusive discretion.

3.11 Reselling Accounts and User Access. Customers shall not resell or trade access to their account to any other person or entity. Selling access to the account via the Sub User feature is prohibited and can result in a canceled account.

SECTION IV: FEES; TERMS OF PAYMENT; REFUNDS FOR SUBSCRIPTIONS & PLANS

4.1. Service Fee. Use of our Free Plan (if available) is truly free; however, Customers who sign up for or upgrade to Paid Plans shall pay a fee, (a “Service Fee,”) in a pre-paid amount as set forth in the Order Form and as reflected on the Web site at https://www.nextdaynutra.com/pricing/ at the time of plan selection. Payment of the first (1st) Service Fee shall be due and owing as set forth in Section 4.3, infra. Service Provider reserves the right to change the Service Fees, or any other applicable fees and charges and to institute new charges and Service Fees at the end of the initial Billing Cycle upon thirty (30) days prior notice to Customer (which may be sent by email).

4.2. Free Trial. In the event of a free trial offer  (where applicable) for Paid Plan where a User does not register for a Paid Plan prior to the end of the free trial period, all Customer data will be deleted at the end of the free trial period. Customers are eligible to receive one free trial per Paid Plan per lifetime. In the event a Customer provides billing information at the time of registration for a free trial, Customer understands and agrees that Customer shall be automatically billed the entire fee associated with the selected Paid Plan on the first (1st) calendar day following the end of the free trial period unless Customer cancels such free trial prior to the end of the free trial period.

4.3. Billing. All Service Fees as set forth herein shall be automatically pre-paid, in full, on a monthly or annual basis, (the “Billing Cycle,”) as selected upon registration by Customer, on the first (1st) day of the Billing Cycle, where the first (1st) day of the first (1st) Billing Cycle shall commence as of the date the Customer registers for a Paid Plan, (the “Effective Date.”) Payment shall be due and owing, in full, within thirty (30) calendar days of the Billing Date.

4.4. Credits. As part of a membership plan or a Service promotion, we may issue you credits redeemable for inventory on the Service (“Credits”). Credits may only be redeemed on the Service platform, have no cash value, are non-transferable and non-refundable, and cannot be combined with Credits from other accounts. All Credit offers are valid for a limited time as described in the applicable membership and promotional terms and conditions. Credits are forfeited immediately upon the cancellation or termination of your membership unless used prior to cancellation or termination. Credits can only be utilized for inventory purchases within the platform. Credits cannot be applied towards shipping, subscription fees, pick pack fees, handling, design & development, fulfillment fees, or any other non-inventory services. Accounts will be frozen after 1 year without qualifying activity, and will be ineligible to earn additional credits as granted or earned from Subscription Plans. Qualifying activity is defined as buying or redeeming (spending/using) credits. Unused Credits may rollover to the next billing period as long as the user maintains an active paid plan, but account freezing dates will not change unless credit activity requirements are met. In the event of a frozen account, earned or granted credits as part of a Subscription Plan will be forfeited. Frozen accounts will not be eligible to participate in any credit promotions (if applicable).

In the event of plan cancellation, billing failure, or switching to a free plan, any remaining unused Credits will be forfeited without refund or possibility of restoration. There is no limit to the number of credits you can accumulate.

Any usage (redeeming/spending) of credits towards inventory orders is non-refundable, and by using credits, you forfeit your right to a refund (including but not limited to subscription fees) for any reason.

You will have the option to purchase additional credits beyond what is included with your monthly subscription. Next Day Nutra reserves the absolute right to modify, suspend, or terminate the Credits program at any time, with or without prior notice, and without liability. Any fraudulent activity or abuse of the Credit system will result in immediate termination of the user’s account and forfeiture of all Credits.

4.5. Form of Payment. Payment shall be made by a recurring charge to your provided credit/debit card via our payment processor, which is currently Stripe. To learn more about Stripe, please visit https://stripe.com. Customers who have purchased the application through the Shopify App Store will be billed on their Shopify invoice accordingly. Other portions of the Next Day Nutra service, such as the branded products on-demand, may require additional billing information and separate payment processors.

4.6. Taxes. Customer is not responsible to collect or withhold any such taxes, including income tax withholding and social security contributions, for Service Provider as a result of Customer’s payment of any and all fees. Any and all taxes, interest, or penalties, including any federal, state, or local withholding or employment taxes, imposed, assessed, or levied as a result of these Terms shall be paid or withheld by Service Provider.

4.7. Suspension of Services. In the event a balance remains unpaid by Customer five (5) business days following the first (1st) day of the Billing Cycle for the Service Fee associated with the Paid Plan selected by Customer, Customer agrees and acknowledges that the Services shall be automatically suspended, without notice, until such payments are made, in arrears.

4.8. Late Fees. Unpaid amounts are subject to a finance charge of One-and-a-Half Percent (1.5%) per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Payments returned for insufficient funds are subject to a charge of Thirty-Five U.S. Dollars and No/Cents ($35.00) per returned item.

4.9. Refunds. The service provider does not provide refunds at termination of the account. Please refer to section 4.10 regarding the cancellation policy.

4.10. Product Refunds & Replacements. Due to the nature of consumable products, no refunds will be issued for supplements, consumables or other private label products. Our fulfillment partners will ship products to the countries listed on our Website, but it is the User’s responsibility to ensure compliance with local customs and regulations. Next Day Nutra is utilizing information provided on the partner carrier website and is not responsible for the interpretations of regulations by variable customs agents. It may be advisable to conduct trial shipments to a small number of customers before committing large marketing campaigns to international countries. The receiver will be responsible for duties and taxes upon arrival.

Information provided by Next Day Nutra is provided AS IS, may not be current, and does not constitute legal advice. In no event shall Next Day Nutra, or its partners, be liable for any errors in the information made available in the above shipping document. The selection and completion of required forms for any given shipment is the sole responsibility of the user. All shipments are subject to the Next Day Nutra Shipping Policy in effect at the time of shipping from the country of origin.

Next Day Nutra will not accept liability, returns or issue shipping credits based on refusal at customs or from the receiver. Return to Sender or product returns are non-refundable. Accurate shipping information (including but not limited to receiver name and address) are the sole responsibility of the User. Replacements shall be issued for products if there is a quality issue. Customers can contact [email protected] to initiate a replacement request. For more information on this specific policy, please see the following: https://www.nextdaynutra.com/shipping-refund-policy/

4.11. Cancellation Policy. Customers are responsible for cancellation of their Paid Plan by using the self-service cancellation links provided to the User within the web application or by contacting customer support directly via Live Chat or email. When the Customer cancels the subscription, it will remain active until the end of the currently paid billing period at which point it will automatically cancel and will no longer be auto-renewed. Cancellation of the User’s account of 3rd party services such as Shopify or other Ecommerce platforms does not cancel the User’s Next Day Nutra account. User is responsible for canceling the Next Day Nutra account and any charges that incur because of lack of cancellation.

SECTION V FOR DESIGN & DEVELOPMENT SERVICES

This agreement is entered into by and between the individual, individuals, or company accepting this Agreement (referred to as the “Client”), and Next Day Nutra (referred to as “NDN”), located at 1236 NW 5th St, Oklahoma City, OK 73106. The following terms and conditions, together with any documents expressly incorporated by reference (collectively, “Terms”), shall govern the relationship and your access to and use of the NDN Design and Development (the “Service”). For the purposes of this Agreement, “Agreement” refers collectively to these terms and conditions and any documents incorporated herein by reference.

NDN is in the business of developing software, systems, design services, content development and training, brand development, and ecommerce support for companies and individuals who desire to build, launch and manage ecommerce companies in the consumable products sectors. As such, this agreement and the corresponding Terms for the Service are established to help develop a positive, winning experience for both NDN and Client.

Service/Fee. Client agrees to pay NDN any and all fees quoted and agreed upon at the time of purchase to provide the Services as defined by the list of deliverables in client’s selected package in accordance with the Terms herein. The Service provided by NDN is considered a non-exclusive service and Client understands and agrees that NDN will provide similar services to entities other than Client.

Client shall pay NDN the fee(s) (“Fees”), attached hereto, in accordance with the terms and conditions as outlined herein. Client shall pay all Fees on or prior to the due date set forth herein. If Client fails to pay NDN any sum when due, then, in addition to all other remedies available under these Terms, NDN may immediately suspend provision of the Service, in whole or in part. All such late payments bear interest at 1.5% per month (“Late Fee”) starting on the date such payment is due, but excluding the date the overdue amount plus the Late Fee is paid. If such failure continues for thirty (30) days after written notice thereof, Client is deemed to be in material breach of this Agreement and NDN shall retain the right to terminate this Agreement. Client shall reimburse NDN for all costs incurred in collecting any overdue payments and related interest, including, without limitation, attorneys’ fees, legal costs, court costs, and collection agency fees.

Refunds and Cancellations for Design & Development Services. Client has three days (seventy-two hours) from the date of purchase to cancel the order and request a refund in full (“Three-Day Refund Period”). CLIENT UNDERSTANDS AND AGREES THAT ALL SALES ARE FINAL AND NO REFUND, INCLUDING PARTIAL REFUNDS, ARE AVAILABLE AFTER THE THREE-DAY REFUND PERIOD.

Client Obligations. Client agrees to cooperate with NDN in performance of the Service, respond promptly to any request from NDN; provide such information as NDN may request in a timely manner in accordance with the terms outlined herein; WHILE THE MAJORITY OF THE SERVICE IS “DONE FOR YOU”, THERE ARE CERTAIN DECISION POINTS THAT REQUIRE CLIENT PARTICIPATION AND DECISION MAKING. IN ORDER FOR NDN TO EFFECTIVELY RENDER THE SERVICE IN A TIMELY MANNER. ANY INSTANCE WHERE NDN IS REQUESTING CLIENT RESPONSE, ACTION, APPROVAL, OR FEEDBACK OF ANY KIND, NEEDS TO BE COMMUNICATED TO THE PROPER PERSON WITHIN NDN WITHIN TWO (2) BUSINESS DAYS. NDN may provide Client with certain recommendations in connection with the Service. Client understands that unreasonable delay or failure to fulfill these recommendations, and any other Client obligations that NDN may reasonably require, may result in a material breach of these Terms, and could result in the forfeiture of Fees paid by Client to NDN.

Non-Communication Status. NDN will make every attempt to reach out to the Client regarding the fulfillment of the Services. If, at any time, Client fails to communicate in a timely manner or stops communicating altogether, Client agrees that NDN has made its best efforts to complete the Services as agreed. Unless otherwise agreed to in writing by the Parties, Client agrees that after thirty (30) days of non-communication by Client, the Client will be in default of this Agreement and the Services will be considered to have been “delivered in full” and the project closed. Client agrees that in the event of a Non-Communication status, NDN will have no further obligations to Client.

Revisions & Changes.

1. Design Deliverables: Once the Client has provided verbal or written acceptance of the design deliverables (“Project Completion” or “Handoff”), no further revisions or changes to the approved design will be allowable without a separate Agreement between the Parties.
   
2. Website Functionality: If Client encounters any bugs or issues to the website design functionality, the Client shall have a 30-day period from the Project Completion to alert NDN of such website bugs or issues. NDN shall, at its discretion, make reasonable efforts to fix and resolve such bugs or issues within a reasonable timeframe.
   
3. Catalog Product Changes: If any of the catalog products included in the project are discontinued by NDN within 30 days after Project Completion, the Client will be permitted to make a one-time substitution for the affected product(s). The substitution may include changes to the product label, product images, and updates to the website, provided the substituted product design will be the same as the previously approved label design template, and only for those Services specifically purchased which include product labels, product images, and website product listings.

Term/Termination. The term of this Agreement (“Term”) shall be considered a fee-for-service arrangement, based on the scope of work purchased. NDN may terminate this Agreement at any time, with cause, by providing prior written notice to Client. Notwithstanding the foregoing, NDN, in its sole discretion, may immediately terminate these Terms and keep for itself any Fees received by Client if Client: (a) fails to pay any amount when due hereunder; (b) breaches any provision of this Agreement; (c) if Client (i) becomes insolvent, (ii) is generally unable to pay, or fails to pay invoices as they become due, (iii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, (iv) makes or seeks to make a general assignment for the benefit of its creditors, or (v) applies for, or consents to, the appointment of a trustee, receiver or custodian for a  substantial part of its property or business.

Non-Disparagement. Client agrees that Client will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Service or NDN or its affiliates or their respective businesses, or any of their respective employees, officers, and existing and prospective Clients, suppliers, investors and other associated third parties. This Section does not, in any way, restrict or impede the ability to exercise protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.

Confidentiality. Either party (as the “Disclosing Party”) may, from time to time, disclose or make available to the other party (as the “Receiving Party”) information about its business affairs, products or services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or  in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (individually and collectively, “Confidential Information”). For the avoidance of doubt, this Agreement and the terms thereof are Confidential Information. The Receiving Party shall: (a) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care (such efforts shall include, at a minimum, industry standard safeguards, agreements, technological protections, encryption, firewalls, and other similar mechanisms); (b) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations hereunder; and (c) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under these Terms. The Receiving Party shall be responsible for any breach of this Section caused by any of its representatives. At the Disclosing Party’s written request, the Receiving Party shall promptly return, and shall require its representatives to return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. In addition to all other remedies available at law, the Disclosing Party may seek equitable relief (including injunctive relief) against the Receiving Party and its representatives to prevent the breach or threatened breach of this Section and to secure its enforcement.

Intellectual Property. The Service and its entire contents, features, and functionality (including but not limited to all information, software, text, data, displays, design, images, video and audio, and the selection and arrangement thereof) (individually and collectively, “Intellectual Property”) are owned by NDN, its licensors, or other providers of such material and are fully protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws, and NDN reserves all rights in and to its Intellectual Property. Client must not use, copy, modify, adapt, reproduce, store, distribute, print, display, perform, or publish any Intellectual Property except as expressly provided in these Terms or with the prior written consent of NDN. No right, title, or interest in or to Intellectual Property, the Service, or any content owned by NDN is transferred to Client. NDN logo(s) and all related names, logos, product and service names, designs and slogans are trademarks of NDN or its affiliates or licensors. All other names, logos, product and service names, designs, and slogans used in connection with the Service are the trademarks of their respective owners. Client shall not remove, delete, alter, or obscure any trademark, copyright, patent, or other intellectual property or proprietary right notice. Client further agrees that Client will not display NDN’s Intellectual Property in any way which may be distasteful, defame, or misrepresent NDN or the Service. Any use of Intellectual Property not expressly permitted herein is a material breach of these Terms and all rights not expressly granted are reserved by NDN. It is Client’s sole responsibility to ensure that Client follows all laws, regulations, and other legal obligations with respect to the use of third-party intellectual property. It is recommended that Client seek legal advice to ensure compliance with these obligations.

Information Provided. While every reasonable effort is made to ensure the accuracy, completeness, or usefulness of information provided NDN does not warrant this. Any reliance Client may place on such information is strictly at Client’s own risk. NDN disclaims all liability and responsibility arising from any reliance placed on such information. NDN may update the content on the Service from time to time and NDN does not represent or warrant that it is complete or up to date. Information on the Service may be out of date at any given time, and NDN is under no obligation to update such information. If the Service contains links, including affiliate links, to other sites and resources provided by third parties, these links are provided for convenience only. NDN accepts no responsibility for any loss or damage that may arise from Client’s use of third-party links. The promotion, sale, or advertisement of goods and/or services does not constitute an endorsement of such goods or services by NDN.

Work Product. As a result of the Service performed by NDN certain work product will be produced including, but not limited to, websites, brand names, logos, graphics, photographs, digital images, copy, emails, product listings, and product branding (“Work Product”). Upon completion of the Services, NDN will provide a notice of completion to Client (“Service Complete Notice”) when the deliverables included are complete and ready for transfer to Client. Upon receipt of final payment by Client, if any, NDN shall transfer the Work Product to Client in a cloud-based file storage system (e.g., Google Drive. Microsoft SharePoint, Dropbox, etc). The Work Product will be available to the Client for a period not to exceed thirty (30) days. Client agrees to take right, title, and interest to the Work Product via download to Client’s servers or any other internal system Client chooses to utilize. Any Work Product natively residing on Client’s website as a result of the Service, shall be considered to have been delivered in full by NDN (e.g., product description, product images, website copy, etc). NDN shall have no ownership of or interest in the Work Product after the transfer takes place.

Fee-For-Service. NDN provides the Work Product on a fee-for-service basis only and Client understands and agrees that it is engaging NDN for the Services on a fee-for-service basis only. This Agreement shall be considered rendered in full upon the delivery of the Work Product to Client and Client agrees that NDN will have been considered to render the Service in full at the date of transfer of the Work Product.

Representations and Warranties. Client represents, warrants and covenants to NDN that Client (a) has the right, power and authority to enter into this Agreement and will fully perform all of its obligations; (b) is not subject to any obligation, legal disability or restriction which will or might prevent compliance with Client’s obligations or which will create any liability on the part of NDN; (c) has not publicly or privately disparaged NDN or NDN products or services in the past; (d) will conduct itself in a professional manner in accordance with the highest standards; and (e) will act in a lawful manner in connection with the Services and the terms of this Agreement at all times. Furthermore, Client represents, warrants, and covenants that the performance of obligations hereunder will not violate or infringe upon the rights of any third parties.

Indemnification. Client (as “Indemnifying Party”) shall indemnify, hold harmless, and defend NDN and its managers, officers, directors, employees, agents, affiliates, successors, and assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and attorneys’ fees, that are incurred by Indemnified Party (collectively, “Losses”), arising out of or related to Client’s acts, omissions, errors or any third-party claim alleging: (a) breach or non-fulfillment of any provision of the Terms by Indemnifying Party; (b) any negligent or more culpable act or  omission of Indemnifying Party (including any reckless or willful misconduct) in connection with the performance of its obligations hereunder; (c) any bodily injury, death of any person, or damage to real or tangible personal property caused by the negligent or more culpable acts or omissions of Indemnifying Party (including any reckless or willful misconduct); (d) marketing or sales of the Service to customers (including any product liability claims) by the Indemnifying Party; or (e) any failure by Indemnifying Party to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations hereunder.

Governing Law. All matters relating to the Service and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Oklahoma, United States of America without giving effect to any choice or conflict of law provision or rule (whether of the State of Oklahoma or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, the terms contained within this Agreement for the Service shall be instituted exclusively in the courts of the State of Oklahoma. CLIENT WAIVES ANY AND ALL OBJECTIONS TO THE EXERCISE OF JURISDICTION OVER YOU BY SUCH COURTS AND TO VENUE IN SUCH COURTS.

Dispute Resolution. Any controversy or claim arising out of or relating to this Agreement or the Service, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, applying the laws of the state of Oklahoma, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Warranty Policy. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE, ITS CONTENT, AND WORK PRODUCT OBTAINED THROUGH THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NDN DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER NDN NOR ANY PERSON OR ENTITY ASSOCIATED WITH NDN MAKES ANY WARRANTY OR REPRESENTATIONS WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE OR ITS CONTENT. NEITHER NDN NOR ANY PERSON OR ENTITY ASSOCIATED WITH NDN REPRESENTS OR WARRANTS THAT THE SERVICE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICE OR ANY ITEMS OBTAINED THROUGH THE SERVICE WILL OTHERWISE MEET CLIENT’S NEEDS OR EXPECTATIONS. NDN MAKES NO GUARANTEE OF ANY KIND REGARDING POTENTIAL INCOME THAT MAY OR MAY NOT BE GENERATED THROUGH PARTICIPATION IN THE SERVICE.

Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NDN AND ANY OF ITS MANAGERS, DIRECTORS, EMPLOYEES, AGENTS, ASSIGNS, AFFILIATES, DISTRIBUTORS, SUPPLIERS, OR LICENSORS BE LIABLE, AS A RESULT OF NDN’ ACTS, OMISSIONS OR ERRORS AND/OR CLIENT’S USE OF THE SERVICE, FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES, INCLUDING WITHOUT LIMITATION, LOSS RESULTING FROM BUSINESS DISRUPTION, LOSS OF DATA, LOST PROFITS, LOST GOODWILL, OR DAMAGE TO SYSTEMS OR DATA, HOWSOEVER ARISING, INCLUDING WITHOUT LIMITATION, IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF NDN OR ANY OF ITS MANAGERS, DIRECTORS, EMPLOYEES, AGENTS, ASSIGNS, AFFILIATES, DISTRIBUTORS, SUPPLIERS, OR LICENSORS, OR ANY OF ITS OR THEIR MANAGERS, DIRECTORS, EMPLOYEES, OR AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING ANY DAMAGES THAT CLIENT MIGHT INCUR, THE ENTIRE LIABILITY OF NDN AND ANY OF ITS MANAGERS, DIRECTORS, EMPLOYEES, AGENTS, ASSIGNS, AFFILIATES, DISTRIBUTORS, SUPPLIERS, OR LICENSORS, CLIENT’S EXCLUSIVE REMEDY FOR ALL OF THE FORGOING SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CLIENT TO NDN IN THE EVENT NDN MATERIALLY BREACHES THESE TERMS. CLIENT FURTHER AGREES THAT CLIENT WILL NOT BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

Miscellaneous. Failure by NDN to enforce any accrued rights under this Agreement is not to be taken as or deemed to be a waiver of those rights unless NDN acknowledges the waiver in writing. Nothing hereunder shall be construed to create a joint venture, agency, or partnership between the parties. Client acknowledges and agrees that Client is acting as an independent contractor in connection with the Service. NDN reserves the right to amend the terms of this Agreement from time to time in its sole discretion and Client acknowledges and agrees that Client is bound by any changes made to the terms herein. Neither party shall assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other party; provided, however, that Ignite  Brands may assign its rights or delegate its obligations, in whole or in part, without such consent and upon three (3) days prior written notice to the other party, to (a) one or more of its Subsidiaries/Affiliates, or (b) an entity that acquires all or substantially all of the business or assets of such party to which these Terms pertains, whether by merger, reorganization, acquisition, sale, or otherwise. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the assigning or delegating party of any of its obligations hereunder unless the non-assigning or non-delegating party enters into a novation releasing the assigning or delegating party of its obligation under these Terms.

Right to Commercial Use of Client Feedback. Client grants NDN a perpetual, royalty free, worldwide license and right to use such content for any purpose NDN deems appropriate, unless such content constitutes Client’s proprietary brand material(s) or other proprietary assets, which are expressly excluded.

Severability. If any portion of these Terms is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law to the greatest extent possible to reflect the original intentions of the parties, and the remainder of the provisions shall remain in full force and effect.

SECTION VI FOR MANUFACTURING SERVICES

1. Definitions
   1. Supplement Manufacturing: The process encompassing the formulation, production, packaging, labeling, and distribution of dietary supplements or related products.
   2. Service: Refers collectively to the services provided by Next Day Nutra, including but not limited to access to the website, product catalog, and supplement manufacturing services.
   3. Contract: The binding agreement between Next Day Nutra and the customer, governing the provision of services detailed herein, including but not limited to supplement manufacturing and website/product catalog access.
2. Orders, Deposits, and Cancellations
   1. All deposits and payments made by the customer for product purchases are non-refundable.
   2. Once an order is placed, it cannot be canceled or refunded.
   3. The customer acknowledges and agrees that by signing, they are committing themselves/their organization to take possession of the product and fulfill payment obligations in full accordance with the terms specified in the contract.
   4. Lead Times. While we strive to complete your order promptly, please note that lead times provided are best-estimates only and do not constitute a guaranteed delivery date. Extended lead times do not entitle you to a refund.
   5. Custom Formulations: It is common for custom formulations to have a variance of 5-10%. We will adjust your order quantity to reflect the over/under supply. For oversupply, you agree to accept up to a 5% variance.
   6. Final Payment: In attempts to keep our dock and warehouse space free, final payment is due within 72 hours of notification of order completion. Failure to pay within this period will result in the accrual of DOCK STORAGE FEES at a rate of $25 per day per pallet. For undersupply, we will downward adjust your final amount due.
3. Shipment Inspection and Claims
   1. It is the customer’s responsibility to thoroughly inspect shipments for any damage or discrepancies upon receipt.
   2. Any claims related to damaged goods or incorrect shipments must be promptly submitted to Next Day Nutra within 7 days of receiving the shipment, as per the procedures outlined in the contract.
4. Unauthorized Returns
   1. Next Day Nutra does not accept unauthorized returns under any circumstances.
   2. Customers must obtain proper authorization, as specified in the contract, before initiating a return process. Failure to adhere to this policy will result in the rejection of returned items.
5. Warranty Disclaimer
   1. Next Day Nutra provides its services and materials on an “as is” basis, without any warranties, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.
   2. Next Day Nutra does not guarantee that the services provided will be uninterrupted, error-free, or free from viruses or other harmful components. Customers agree to use the services at their own risk.
6. Limitation of Liability
   1. Next Day Nutra shall not be liable for any special, consequential, or incidental damages arising from the use of its services or the performance of its products, even if Next Day Nutra has been advised of the possibility of such damages.
   2. Applicable law may impose limitations on the exclusion or limitation of liability, and therefore, some of the above limitations may not apply to certain customers.
7. Typographical Errors
   1. In the event of a typographical error resulting in an incorrect price listing for a Next Day Nutra product on the website or catalog, Next Day Nutra reserves the right to refuse or cancel any orders placed for such products.
   2. Next Day Nutra may cancel orders, even after confirmation and credit card charging, and issue a credit to the customer’s account for the incorrect amount, in accordance with the terms specified in the contract.
8. Term; Termination
   1. These terms of service become applicable to the customer upon their access to the Next Day Nutra website or completion of the registration or shopping process.
   2. Next Day Nutra reserves the right to amend, update, or terminate these terms and conditions at any time and for any reason, without prior notice to the customer.
   3.     Certain provisions of these terms, including those relating to Copyrights, Trademarks, Disclaimer, Limitation of Liability, Indemnification, and Miscellaneous, shall survive any termination of the contract or services.

SECTION VII FOR FULFILLMENT SERVICES

THIS Next Day Nutra FULFILLMENT AND 3PL SERVICES AGREEMENT (THE “AGREEMENT”) CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND Next Day Nutra. 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 AS OUTLINED HEREIN.

This Agreement is by and between Next Day Nutra located at 1236 NW 5th Street, Oklahoma City, OK, 73106, USA (also referred to as “NDN”) and you or the company you represent (hereinafter referred to as “Customer”), (collectively, the “Parties”).

WHEREAS Next Day Nutra is a warehousing and third-party logistics provider specializing in direct-to-consumer fulfillment services, further defined as the storing of a Customer’s product, the packaging, and subsequent shipping thereof, specific to the needs of the Customer and as further defined herein (the “Services”). The Services are provided to Customers that own inventory of physical products and who desire to ship that inventory to Consumers on a one-to-one basis, in loose pack or palletized packing to distribution centers or other warehousing facilities, or a combination of both. The Services are also provided to Customers selling branded products on the Customer Website and other internet properties; 

and

WHEREAS, Customer is a retail brand selling Products to Consumers and seeking the Services provided by Next Day Nutra; 

The Parties agree as follows:

1. Definition of Terms.

“Abandoned Product” is Product that Customer has surrendered to Next Day Nutra.

“Authorized Returns” are orders received by Next Day Nutra with a valid Return Merchandise Authorization (RMA) number as provided by Customer to Customer.

“Carrier” is any company responsible for delivery of an Order to a Consumer including, but not limited to, FedEx, FedEx Global Services, FedEx Trade Networks, UPS, UPS Global Delivery, USPS (United States Postal Service), DHL, TNT Express, etc.

“Consumer” is any addressee provided to Next Day Nutra by Customer and to whom an order was shipped.

“Customer Website” is an internet address connected to Next Day Nutra for the purpose of this Agreement which serves to sell Products to Consumers (e.g., Shopify storefront, BigCommerce, Amazon Marketplaces, eBay, Walmart websites, or any other ecommerce platform to which Customer is connected via Next Day Nutra technologies).

“Default Status” is a Customer account in financial arrears for more than ten (10) days but less than twenty (20) days.

“Delivered Order” is any Order transferred to the custody of a Carrier, with instructions to

deliver the Product(s) to the Consumer and assigned a tracking or delivery confirmation number by the Carrier.

“Delivery Fees” are the fees charged by Next Day Nutra for any Carrier related services including, but not limited to, postage, delivery fees, extended delivery fees, residential service fees, expedited delivery fees, Saturday or weekend delivery fees, fuel surcharges, duties, taxes, importer fees, brokerage fees, sea freight fees, Carrier address correction fees, bad address fees, return to sender fees, high-rise door delivery fees, etc.

“Disposed Inventory” is inventory that is marked for disposal by Next Day Nutra for reasons outlined in this agreement including, but not limited to, Abandoned Product.

“Fees” are the sum of all billable services and costs required to be paid by Customer to Next Day Nutra as outlined in this Agreement and the Fulfillment Services Addendum, attached hereto.

“Order/s” is/are one or more requests sent to Next Day Nutra by Customer Website or other connected in the approved format required by Next Day Nutra.

“Order Admin Fees” are fees charged for the use of a credit card to pay for all related services

provided by Next Day Nutra.

“Payment Method” is a form of payment provided by Customer (e.g., active credit card, active debit card, ach agreement for active checking account, etc.) used to pay for any fee charged by Next Day Nutra related to this Agreement.

“Pending Order” is any order received by Next Day Nutra from Customer but has not been processed with the Carrier and has not been assigned a tracking or delivery confirmation number.

“Pre-Termination Status” is a Customer account in financial arrears for less than ten (10) days.

“Processing Order” is any order received by Next Day Nutra from Customer and that has been assigned a tracking or delivery confirmation number by the associated Carrier for that Order but that has not yet been transferred to the custody of the Carrier.

“Product” is any item received from Customer and accepted by Next Day Nutra and stored for warehousing at a Next Day Nutra facility.

“Product Out of Stock” is any Product for which no available inventory is in possession by Next Day Nutra.

“Product Ready to Ship” is any Product that has been entered into the Next Day Nutra inventory management system and marked as “ready for fulfillment.”

“Refusals” are orders shipped by Next Day Nutra but returned by the intended Consumer for any reason.

“Removal Fees” are fees associated with removing units from Next Day Nutra facilities when not included in the processing of an Order.

“Returns” are any Delivered Order(s) returned to Next Day Nutra for reasons including, but not

limited to, bad address, no forwarding address, no such number, no such addressee, Refusals, and Authorized Returns.

“Special Projects” are any service performed by Next Day Nutra that is not expressly outlined in this Agreement.

2. Term & Termination

2.1. Term: The initial term of this Agreement shall commence on the date of execution (“Commencement Date”) and shall continue in full force and effect until terminated by either party as provided herein.

2.2. Termination by Either Party: Either party may terminate this Agreement at any time by providing written notice to the other party, or upon cancellation of service subscriptions.

2.3. Right to Refuse Service: Next Day Nutra reserves the right to refuse service to any customer at its sole discretion. This decision may be based on, but is not limited to, considerations such as inventory turnover rate, dimensions, volume, and weight of the inventory, and the nature of the products being stored and handled. Next Day Nutra is not required to disclose the reasons for refusal of service.

All services provided by Next Day Nutra shall cease.

Any remaining unused credits will be forfeited without refund or possibility of restoration.

The customer remains liable for any outstanding balances owed to Next Day Nutra.

Provisions relating to Confidentiality, Indemnification, Limitation of Liability, and any other clauses which by their nature should survive termination, shall continue to apply.

3. Fees and Invoices. Customer agrees to pay all costs outlined in the Fulfillment Services

Addendum, attached hereto, and considered part and parcel to this Agreement. Customer agrees to always maintain an active Payment Method on file with Next Day Nutra. Customer expressly authorizes Next Day Nutra to charge the card or checking account on file based on the following schedule:

1. Daily: All Order related fees will be charged daily to the Payment Method on file. Any Fees accrued overnight, on weekends, or during holidays will be charged the

following business day.

1. Monthly: All services accrued monthly will be charged on or as close to the first business day of each month to the Payment Method on file.
2. As Needed: Special Projects will be charged as agreed between the Parties.

4. Declined Payments and Outstanding Fees. Next Day Nutra reserves the right to hold

Processing Orders for non-payment until such time as payments are successfully received from Customer. Customer agrees and understands that it is Customer’s sole responsibility to maintain sufficient funds in its default Payment Method on file. Customer agrees to hold Next Day Nutra harmless for any failure of the Customer to maintain sufficient funds or resulting overdrafts or non-sufficient funds (NSF) fees arising from any withdrawal of funds from Customer’s financial institution by Next Day Nutra. Declined charges will be assessed a fee of $45 (“NSF Fee”) for each day Next Day Nutra is unable to successfully collect payment from Customer. Next Day Nutra will continue to attempt to collect payment from the Customer each day up to ten (10) days. NSF Fees from previous days will be added to the total to be collected each subsequent day. Customer shall not accrue more than one (1) NSF Fee per day payment while collection attempts are made.

5. Non-Payment of Fees. Unpaid invoices that accrue beyond ten (10) calendar days will

move the account into Pre-Termination Status. Accounts in pre-termination status will be given ten (10) days to bring the account current by successfully submitting payment for all open invoices and all accrued NSF Fees.

6. Default Status. Unpaid invoices that accrue beyond the Pre-Termination Status will move the account into Default Status. Customer will have 10 (ten) additional calendar days from Default Status notification to resolve the unpaid invoices. CUSTOMER UNDERSTANDS AND AGREES THAT IF OPEN INVOICES ARE NOT RESOLVED DURING THE DEFAULT STATUS TIMELINE, THE ACCOUNT WILL BE CLOSED AND TERMINATED. ALL INVENTORY WILL BECOME THE PROPERTY OF Next Day Nutra AND WILL BE MARKED AS ABANDONED PRODUCT and MARKED FOR DISPOSAL.

7. Disposal of Product. Next Day Nutra may dispose of these Products 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 Product will transfer to Next Day Nutra (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 Product, and we may retain any proceeds, we may receive from the disposal.

8. Disputed Fees. The Parties shall use their best efforts to expediently resolve any disputed invoice.

9. Order Processing. Orders for fulfillment consideration must be provided to Next Day Nutra by Customer through the Next Day Nutra Application Program Interface (API). Manual processing of orders through xml, csv, txt or any other data transfer format will not be accepted by Next Day Nutra and are not considered Orders by this Agreement.

Orders received prior to 11am CST, M-F, shall be processed for fulfillment by the end of

business that day, so long as the Customer has sufficient Product Ready to Ship, and shall be tendered to the Carrier of record by the end of business the same day. In the event that Next Day Nutra received Orders from Customer for Products Out of Stock, Next Day Nutra will not be required to process the Orders. Orders received after 11am CST M-F, during weekends, or during Holidays shall be processed on the following business day. Next Day Nutra will not be held liable for Carrier related delays including missed pickups by Carrier.

10. Tracking Numbers. Next Day Nutra will provide valid tracking numbers from the Carrier of record for Shipped Orders and directly upload them to the Customer’s Website by the end of business the same day the Order moves to Shipped Order status, so long as the Customer Website is properly functioning.

11. Bulk Shipments. Bulk shipment requests received during normal business hours, Monday– Friday 8:00 AM to 5:00 PM, require up to 72 business hours to be prepared for outbound processing

12. Customer Arranged Pickup. When Customer arranges the pickup of Customer inventory of any kind, THE CARRIER MUST CONTACT Next Day Nutra DIRECTLY TO SCHEDULE A PICKUP DATE AND TIME. Next Day Nutra will provide the weights and dimensions of the shipment for you (the Customer) to provide to the Carrier. All freight is FOB Oklahoma City and responsibility for the product transfers to you (the Customer) and the Carrier once the shipment leaves a Next Day Nutra facility.

13. Next Day Nutra Arranged Pickup. Next Day Nutra will prepare the shipment and provide weights and dimensions to the Carrier. All freight is FOB Oklahoma City and responsibility for the product transfers to you (the Customer) and the Carrier once the shipment leaves a Next Day Nutra facility.

14. Support. Customer agrees to provide all Support and Service to its Consumers related to Customer’s orders. Other than providing Customers with valid tracking or delivery confirmation numbers via the method described herein, Next Day Nutra shall have no other obligations related to Consumer Support.

15. Changes in Terms of Service. Next Day Nutra may, at its sole discretion, change, add, amend or add to, or delete any aspect to this Agreement, including but not limited to, the amount of any fees or charges. By accepting this Agreement, Customer understands that Next Day Nutra will make its best effort to provide a thirty (30) day notice of any updates via Customer’s contact information on file with Next Day Nutra, but barring any applicable law, changes may be effective as soon as immediately. Any such changes will be deemed effective on the date of notice unless otherwise provided.

16. Termination. Either Party may terminate their business relationship with the other no less than with 30 days written notice (“Notice of Termination”), with or without cause, and such Notice of Termination shall include the last day inventory will be stored in Next Day Nutra facilities (“Removal Date”), in which case Customer shall make arrangements for the removal of its goods from Next Day Nutra’s warehouses at Customer’s expense no later than the Removal Date.

Upon termination of this Agreement, both Parties shall cooperate in the timely return of Products to the location of Customer’s choice and at Customer’s sole expense.

In the event that Customer has an accrued balance of Fees at the time of Notice of Termination, Customer shall be required to pay those amounts in full prior to Next Day Nutra releasing Customer Product for shipment to another facility. Next Day Nutra reserves the right to hold the Product until such time as any past due or accrued Fees are paid in full by Customer. Product remaining in Next Day Nutra facilities after the Removal Date shall be treated as Abandoned Product unless the Parties have expressly entered into an agreement to do otherwise.

17. Permanent Removal of Product. Customer may permanently remove Product from

Next Day Nutra at its discretion. Customer agrees to pay the corresponding Removal Fees as outlined herein.

18. Regulation and Authorization. Customer represents and warrants that it is legally

authorized and has obtained all necessary regulatory approvals and certificates to sell any Product it intends to offer. Furthermore, if a legal entity other than a sole proprietorship wishes to enter into agreement, Customer warrants that it has received authorization and approval to enter into this agreement from its Board of Directors, Members, Owners or President or other party governing the entity and is legally permitted to enter into such legally binding agreement.

Customer further represents that it will conform to any and all laws, rules, regulations,

requirements and/or other standards that are established by the Federal Trade Commission, state and local consumer protection agencies, and credit card governing agencies regarding Customer’s Products and the sale of Products over the Internet.

20. Taxes. Each Party agrees to report and pay its own taxes imposed on its income by any jurisdiction, such as state and federal income taxes. Next Day Nutra does not and will not collect taxes on behalf of Customer and will not maintain an escrow account for the payment of taxes. Customer understands that it is solely responsible for payment of taxes to the respective states or governing entities and will hold Next Day Nutra harmless and indemnify and defend Next Day Nutra for all such tax liability.

21. Limitations on Liability. Next Day Nutra assumes no liability for disruptions or improper operation of its equipment or software for any reason, including, but not limited to, vandalism, theft, phone service outages, Internet disruptions, human error, extreme or severe weather conditions or any other causes in the nature of “Acts of God” or force of nature. Next Day Nutra shall not be responsible for consequential damages or punitive or exemplary damages under any circumstances. In no case shall Customer be entitled to recover damages from Next Day Nutra, which exceed the sum of the amounts of Fees retained by Next Day Nutra under this Agreement during the six months prior to event giving rise to the claim for damages. Customer agrees that claims brought by Customer must be brought in a court of appropriate jurisdiction in the venue of Oklahoma City, Oklahoma and that Oklahoma law applies to all disputes. Customer further agrees that prior to bringing any claims against Next Day Nutra, Customer must first notify Next Day Nutra in writing and grant Next Day Nutra 30 days to research any such claim and an additional thirty (30) days to remedy the same if warranted. Thereafter, Customer may bring suit, but the right to any such suit shall expire within one year of the claim arising. These conditions to suit do not apply for issues arising for nonpayment of Fees by the Customer.

22. Mediation. All disputes, claims and other matters in controversy arising directly or

indirectly out of or related to this Agreement, or the breach thereof, whether contractual or non-contractual, shall be submitted first to voluntary mediation, by written notice to the other Party or Parties. In the mediation process, the parties will try to resolve their differences voluntarily with the aid of an impartial mediator, who will attempt to facilitate negotiations. The mediator will be selected by agreement of the Parties. If the Parties cannot agree on a mediator, a mediator will be designated by the American Arbitration Association in the location of Oklahoma City, OK

(“AAA”) at the request of a Party. The mediation will be conducted as specified by the mediator and agreed upon by the parties. The parties agree to discuss their differences in good faith and to attempt, with the assistance of the mediator, to reach an amicable resolution of the dispute. The mediation will be treated as a settlement discussion and, therefore, will be confidential. The mediator may not testify for either party in any later proceeding relating to the dispute. No recording or transcript shall be made of the mediation proceedings. Each party will bear its own costs in the mediation. The fees and expenses of the mediator will be shared equally by the parties. If a dispute cannot be resolved within ninety days after the written notice beginning the mediation process (or a longer period, if the Parties agree to a Standstill provision for further legal action), the mediation shall terminate and the parties shall have the right to file a judicial proceeding in a court with competent jurisdiction in the state of Oklahoma, county of Oklahoma seeking equitable or injunctive relief after the expiration of said ninety day or extended period.

23. Miscellaneous Provisions. The headings contained herein are inserted for convenience only and shall not be deemed to have any substantive meaning.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable in any manner, the remaining provisions of this Agreement shall nonetheless continue in full force and effect without being impaired or invalidated in any way. In addition, if any provision of this Agreement may be modified by a court of competent jurisdiction such that it may be enforced, then that provision shall be modified and as modified shall be fully enforced.

Except as otherwise stated in this Agreement, this Agreement contain the entire understanding of the Parties with respect to its subject matter, and supersedes all prior or contemporaneous agreements, understandings or negotiations. No modification or alteration of this Agreement shall be deemed effective unless in writing and signed by the parties.

The terms used in this Agreement, regardless of the number and gender in which they are used, shall be construed to include the other number (singular or plural), and other genders (masculine, feminine or neuter), as the context or sense of this Agreement or any paragraph or clause may require.

This Agreement are solely for the benefit of the Parties hereto and shall not confer upon third parties any remedy, claims or actions or other right.

SECTION VIII: DISCLAIMERS; LIMITATIONS OF LIABILITY; INDEMNIFICATION

5.1. DISCLAIMER OF WARRANTY. Service Provider shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Service Provider or by third-party providers, or because of other causes beyond Service Provider’s reasonable control, but Service Provider shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND SERVICE PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

5.2. LIMITATION OF LIABILITY. (A) CUSTOMER AGREES THAT USE OF THE SERVICES IS AT CUSTOMER’S SOLE RISK. NEITHER SERVICE PROVIDER NOR SERVICE PROVIDER’S AFFILIATES NOR ANY RESPECTIVE EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE USE OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR FREE; NOR DOES SERVICE PROVIDER MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED. (B) ANY DOWNLOADABLE SOFTWARE, PRODUCTS OR OTHER MATERIALS, WITHOUT LIMITATION, IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AGAINST INFRINGEMENT, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS OF USE. (C) ALTHOUGH ALL INFORMATION AND MATERIALS PROVIDED VIA THE SERVICES IS BELIEVED TO BE RELIABLE, SERVICE PROVIDER MAKES NO REPRESENTATIONS, NEITHER EXPRESSLY NOR IMPLIEDLY, AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE THE SERVICES. (D) IN NO EVENT SHALL SERVICE PROVIDER, SERVICE PROVIDER’S EMPLOYEES, SUBSIDIARIES, PARENTS, AGENTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS, VENDORS, AND/OR SERVICE PROVIDER’S OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AND MEMBERS, BE LIABLE TO CUSTOMER OR ANYONE ELSE FOR ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, PERSONAL INJURY OR DEATH, PROPERTY DAMAGE, REPUTATIONAL HARM, OR LOSS OF INFORMATION OR DATA, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE THE SERVICES. (E) SERVICE PROVIDER DISCLAIMS ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF CUSTOMER’S CUSTOMER DATA INFORMATION. BY UTILIZING THE SERVICES CUSTOMER ACKNOWLEDGES AND AGREE TO SERVICE PROVIDER’S DISCLAIMER OF ANY SUCH LIABILITY. IF CUSTOMER DOES NOT AGREE, CUSTOMER SHOULD NOT ACCESS OR OTHERWISE UTILIZE THE THE SERVICES. (F) SERVICE PROVIDER’S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF SERVICE PROVIDER’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO CUSTOMER OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES CUSTOMER PAYS TO SERVICE PROVIDER IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) ONE THOUSAND U.S. DOLLARS AND NO/CENTS ($1,000.00,) WHICHEVER IS GREATER. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. The above limitations shall survive these Terms and inure to the benefit of Service Provider and Service Provider’s affiliates and respective directors, officers, employees and agents.

5.3. INDEMNIFICATION. CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS SERVICE PROVIDER AND ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, SUBSIDIARIES, PARENTS, AGENTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS, AND VENDORS FROM AND AGAINST ALL CLAIMS, SUITS, AND EXPENSES, INCLUDING ATTORNEYS’ FEES, ARISING OUT OF OR RELATED TO (A) CUSTOMER’S USE OF THE SERVICES; (B) CUSTOMER’S NONCOMPLIANCE WITH OR BREACH OF THIS AGREEMENT; (C) CUSTOMER’S VIOLATIONS OF ANY THIRD-PARTY RIGHTS, INCLUDING THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS; OR (D) THE UNAUTHORIZED USE OF THE SERVICES BY ANY OTHER PERSON USING CUSTOMER’S INFORMATION.

5.4 PRODUCT CATALOGS DISCLAIMER. SERVICE PROVIDER ADDS THE ABILITY TO IMPORT PRODUCTS FROM PRODUCT CATALOGS BASED ON REQUESTS BY USERS AND DOES NOT ENDORSE THE USE OF CATALOGS OR ANY PRODUCTS ON THE SITE. CUSTOMER AGREES TO CONTACT THE PRODUCT CATALOG OR PRODUCT OWNER BEFORE IMPORTING, SELLING OR ADVERTISING THE PRODUCT. SERVICE PROVIDER DOES NOT PROMOTE THE ILLEGAL USE OR SELLING OF PRODUCTS. CUSTOMER AGREES TO MAKE SURE ALL LAWS ARE FOLLOWED AND ACKNOWLEDGES THAT SERVICE PROVIDER DOES NOT PROMOTE OR ENDORSE THE USE OF ANY PRODUCTS ON CUSTOMER’S STORE.

SECTION IX: GOVERNING LAW; ARBITRATION

6.1. Governing Law. These Terms shall be governed and construed in accordance with the laws of the state of Alabama without regard to its conflicts of law provisions. Customer agrees to submit to the personal jurisdiction of the courts located in Jefferson County, Alabama, and any cause of action that relates to or arises from these Terms and/or the Services must be filed therein unless subject to the binding arbitration provisions of Section 6.2, infra.

6.2. Arbitration. The Parties agree that any dispute concerning, relating, or referring to these Terms and/or the Services shall be resolved exclusively by binding arbitration in accordance with the substantive laws of the state of Alabama and shall be brought for arbitration in Jefferson County, Alabama, pursuant to the rules of the American Arbitration Association. The arbitrator and not any federal, state, or local court or agency shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, conscionability, or formation of this contract, including but not limited to any claim that all or any part of this contract is void or voidable. Nothing herein prevents either Party from seeking any interim injunction it deems necessary in order to preserve the status quo prior to the resolution of any dispute, in any jurisdiction.

SECTION VII: INTELLECTUAL PROPERTY

7.1. Ownership. All proprietary software, third party licensed software, software libraries, services, methodologies, techniques, algorithms, tools, materials, products, ideas, designs, and know-how used by Next Day Nutra in providing the Services (including all reports and their copies, enhancements, modifications, revisions, and derivative works of any of the foregoing) and deliverables (whether oral or written) are, and shall remain, the sole and exclusive property of Next Day Nutra. Nothing herein shall cause or imply any sale, license, or other transfer of proprietary rights of or in any third party software or products from Next Day Nutra to Customer.

7.2. Grant of License. Service Provider reserves the right to reference Customer on public customer lists and to use Customer’s name and logo on the Service Provider’s Web site for marketing purposes. Additionally, Service Provider may request the use of Customer’s name and/or logo in press releases, advertising material and other promotional material. Service Provider may, subject to Customer’s written approval also publish a case study outlining the success of the Project, provided that it does not disclose any confidential information. Any such intent for use of Customer marks will be presented to the Customer in advance.

SECTION X: MISCELLANEOUS

8.1. Server Location; International Transfer. Service Provider operates globally, so it is necessary to transfer Customer’s information internationally. In particular, Customer’s information will likely be transferred to and processed by Service Provider’s servers provided by heroku.com and amazon.com, which process data internationally. The data protection and other laws of other countries may not be as comprehensive as those in Customer’s country. Service Provider shall take reasonable steps to ensure that Customer’s privacy is protected. By using the Services Customer consents to Customer’s information being collected, used and transferred as set forth in the Privacy Policy.

8.2. Authority. Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such Party and enforceable in accordance with its Terms.

8.3. Waiver. Any waiver of a right under these Terms of Service shall only be effective if agreed or declared in writing. A delay in exercising a right or the non-exercise of a right shall not be deemed a waiver and shall not prevent a Party from exercising that right in the future. The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law.

8.4. Force Majeure. Service Provider shall not be bound to meet any obligation if prevented from doing so as a consequence of acts of God or force majeure, including but not limited to measures taken or imposed by any government or public authority or in case of any other event beyond the control of us, including but not limited to natural disasters (such as storm, hurricane, fire, flood, earthquake), war, civil unrest, terrorist activities, states of emergency, government sanctions, embargos, nationalizations, strikes and breakdowns of public utilities (such as of electricity or telecommunication services). Service Provider shall use all reasonable efforts to notify Customer of the circumstances causing the delay and to resume performance as soon as possible, both without undue delay.

8.5. Assignment. Service Provider shall have the right to assign and/or transfer these Terms of Service and Service Provider’s rights and obligations hereunder to any Third Party after notifying Customer as provided for herein. Customer agrees and acknowledges that Customer shall not assign or transfer its rights or sub-contract or delegate the performance of any of its obligations under these Terms of Service without Service Provider’s prior written consent in Service Provider’s sole and exclusive discretion.

8.6. Rights of Third Parties. These Terms do not give any right to any Third Party unless explicitly stated herein.

8.7. Relationship of the Parties. The Parties are independent contractors under these Terms, and nothing herein shall be construed to create a partnership, joint venture or agency relationship between them. Neither Party has authority to enter into Terms of any kind in the name of the other Party.

8.8. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

8.9. Notices. Except as explicitly stated otherwise, any notices shall be given by postal mail to the address first set forth above, as amended from time-to-time.

8.10. Publicity. Customer grants a perpetual and irrevocable license to Service Provider to reference Customer on public customer lists and to use Customer’s name and logo on the Service Provider’s Web site, in press releases, advertising material and other promotional material. Service Provider may, subject to Customer’s written approval also publish a case study outlining the success of the Project, provided that it does not disclose any confidential information.

8.11 Affiliate Programs and Affiliations. When you click on links to various merchants on this site and make a purchase, this can result in this site earning a commission. Affiliate programs and affiliations include, but are not limited to, the eBay Partner Network and AliExpress Portals Program.

8.12. Entire Agreement. This Agreement represents the complete and exclusive statement of the Agreement between the Parties as to the provision of the Services. No other Agreements, covenants, representations or warranties, express or implied, oral or written, have been made by the Parties concerning this Agreement.