TERMS OF SERVICE
AGREEMENT

  1. Acceptance of Terms.
    1. SalesinUSA Inc.(SalesinUSA, “we” or “our”) provides
      its Service (as defined below) to you (“you”, “your” or “Vendor”) subject to
      this Terms of Service agreement (“TOS”). accepting this TOS or by accessing or
      using the Service, or clicking through on our website,you acknowledge that you
      have read, understood, and agree to be bound by this TOS. If you are entering
      into this TOS on behalf of a company, business or other legal entity, you
      represent that you have the authority to bind such entity and its affiliates to
      this TOS, in which case the terms “you” or “your” shall refer to such entity
      and its affiliates. If you do not have such authority, or if you do not agree
      with this TOS, you must not accept this TOS and may not use the Service.
    1. SalesinUSA may change this TOS from time to time by
      providing thirty (30) days prior notice either by emailing the email address
      associated with your account or by posting a notice on the its website at www.SalesinUSA.com
      or on the SalesinUSA Platform (as defined below). The revised terms and
      conditions will become effective thirty (30) days after we post or send you
      notice of such changes, and if you use the Service after that date, your use
      will constitute acceptance of the revised terms and conditions. If any change
      to this TOS is not acceptable to you, your only remedy is stop using the
      Service and send a cancellation email to support@salesinusa.com.
    1. As part of the registration process, you will identify
      an administrative user name and password for your account (“Account”).
  2. Description of Service.

The “Service” include, without limitation, (a) the
receipt, storage, packaging, and shipment of physical goods sold by Vendor (the
“Goods”) pursuant to orders provided by Vendor (the “Orders”), (b) SalesinUSA
proprietary platform and associated technology, in object code format only,
which is made available by SalesinUSA to you and, when technically feasible and
when implemented by you and SalesinUSA, is intended to permit you to, among
other things, to receive Orders for Goods and fulfill such Orders via SalesinUSA
fulfillment center, and (the “SalesinUSA Platform”), and (c) all data, reports,
text, images, sounds, video, and content, including any offline reports,
pricing matrices, or other content, made available through any of the foregoing
(collectively referred to as the “Content”). Any new features added to or
augmenting the Service are also subject to this TOS. SalesinUSA shall make
commercially reasonable efforts to furnish all personnel, materials, equipment,
supplies, and other ancillary accessories necessary to perform the Service.

  • General Conditions/ Access and Use of the Service.
    • Subject to the terms and conditions of this TOS, you
      may access and use the Service only for lawful purposes. All rights, title and
      interest in and to the Service and its components will remain with and belong
      exclusively to SalesinUSA. You shall not (a) sublicense, resell, rent, lease,
      transfer, assign, time share or otherwise commercially exploit or make the
      Service available to any third party; (b) use the Service in any unlawful
      manner (including without limitation in violation of any data, privacy or
      export control laws) or in any manner that interferes with or disrupts the
      integrity or performance of the Service or its components, or (c) modify, adapt
      or hack the Service to, or otherwise attempt to gain unauthorized access to the
      Service or its related systems or networks. You shall comply with any codes of
      conduct, policies or other notices SalesinUSA provides you or publishes in
      connection with the Service, and you shall promptly notify SalesinUSA if you
      learn of a security breach related to the Service.
    • Any software that may be made available by SalesinUSA
      in connection with the Service (“Software”), including but not limited to the SalesinUSA
      Platform, contains proprietary and confidential information that is protected
      by applicable intellectual property and other laws. Subject to the terms and
      conditions of this TOS, SalesinUSA hereby grants you a non-transferable,
      non-sublicensable and non-exclusive right and license to use the object code of
      any Software on a single device solely in connection with the Service, provided
      that you shall not (and shall not allow any third party to) copy, modify,
      create a derivative work of, reverse engineer, reverse assemble or otherwise
      attempt to discover any source code or sell, assign, sublicense or otherwise
      transfer any right in any Software. You agree not to access the Service by any
      means other than through the interface that is provided by SalesinUSA for use
      in accessing the Service. Any rights not expressly granted herein are reserved
      and no license or right to use any trademark of SalesinUSA or any third party
      is granted to you in connection with the Service.
    • You are solely responsible for all data, information, feedback,
      suggestions, text, content and other materials that you upload, post, deliver,
      provide or otherwise transmit or store (hereafter “Post(ing)”) in connection
      with or relating to the Service (“Your Content”).
    • You are responsible for maintaining the
      confidentiality of your login, password and account and for all activities that
      occur under your login or account. SalesinUSA reserves the right to access your
      account in order to respond to your requests for technical support. You further
      agree that SalesinUSA may remove or disable any Content at any time for any
      reason (including, but not limited to, upon receipt of claims or allegations
      from third parties or authorities relating to such Content), or for no reason
      at all.
    • You understand that the operation of the Service,
      including Your Content, may be unencrypted and involve (a) transmissions over
      various networks; (b) changes to conform and adapt to technical requirements of
      connecting networks or devices and (c) transmission to SalesinUSA third party
      vendors and hosting partners to provide the necessary hardware, software,
      networking, storage, and related technology required to operate and maintain
      the Service. Accordingly, you acknowledge that you bear sole responsibility for
      adequate security, protection and backup of Your Content. SalesinUSA will have
      no liability to you for any unauthorized access or use of any of Your Content,
      or any corruption, deletion, destruction or loss of any of Your Content.
    • You shall be responsible for obtaining and maintaining
      any equipment and ancillary services needed to connect to, access or otherwise
      use the Service, including, without limitation, modems, hardware, server,
      software, operating system, networking, web servers, long distance and local
      telephone service (collectively, “Equipment”). You shall be responsible for
      ensuring that such Equipment is compatible with the Service (and, to the extent
      applicable, the Software) and complies with all configurations and
      specifications set forth in SalesinUSA published policies then in effect. You
      shall also be responsible for maintaining the security of the Equipment, your
      Account, passwords (including but not limited to administrative and user
      passwords) and files, and for all uses of your Account or the Equipment with or
      without your knowledge or consent.
    • Under no circumstances, and at no time, during the
      Term or after, are you permitted to enter SalesinUSA facilities, fulfilment
      centers, or premises without prior express notice. As your Goods may be
      commingled with the Goods of other vendors in SalesinUSA facilities, under no
      circumstances, during the Term or after, may you access the Goods while the
      Goods are stored in SalesinUSA facilities, without prior express consent of SalesinUSA.
    • The failure of SalesinUSA to exercise or enforce any
      right or provision of this TOS shall not be a waiver of that right. You
      acknowledge that this TOS is a contract between you and SalesinUSA and it
      governs your use of the Service.
    • SalesinUSA reserves the right to use your name and/or
      company name as a reference for marketing or promotional purposes on SalesinUSA
      website and in other communication with existing or potential SalesinUSA
      customers. To decline SalesinUSA this right you need to email support@SalesinUSA.com stating that you do not wish to be used as a reference.
    • Subject to the terms hereof, SalesinUSA may (but has
      no obligation to) provide technical support services, through email in accordance
      with our standard practice.
  • Service Fees.
    • “Service Fees” are the fees for any Service and any
      third-party fees (including, but not limited to carrier fees, shipping fees,
      rates of duty, international brokerage charges, freight charges, insurance
      premiums, or other charges given during Vendor’s use of the Service).
    • Based upon the dimensions and final destination of the
      final packaged shipment, SalesinUSA shall use its software to browse through
      the following carriers: United Parcel Service, Inc. (“UPS”), United States
      Postal Service (“USPS”) and Fedex (“Fedex”) Asendia USA and other(each,
      individually, a “Carrier,” and collectively, the “Carriers”), to find the
      lowest shipping rate for the most reliable shipping option for the desired
      speed.
    • Quotations for the Service and Service Fees are for
      informational purposes only, are subject to change without notice, and shall
      not under any circumstances be binding upon SalesinUSA. Quotations accepted
      through the Service’s online interface are estimates based on the information
      available at the time made. The final rates and Service Fees may vary based
      upon the shipment actually tendered, the work actually performed, or a number
      of factors such as carrier shipping prices, the actual characteristics of your
      product, the delivery address, and service requested during the normal course
      of delivery. SalesinUSA reserves the right to bill the Service Fees based on
      actual charges at any time after the Service is rendered. SalesinUSA
      specifically disclaims liability for any shipping rate errors due to inaccurate
      or incomplete information, such as dimensions and weights.
    • SalesinUSA reserves the right to adjust its pricing in
      response to currency fluctuations, including but not limited to, currency
      conversation rate changes, conversion fee changes, and/or discount rate
      changes.
    • For the avoidance of doubt, SalesinUSA may distribute
      Goods between fulfillment centers in its fulfillment network (and partner
      warehouses) for efficiency in fulfilling and shipping Orders; while such
      distribution will not affect availability to fulfill and ship Orders, it may
      affect the amount of sales tax on any such Goods. SalesinUSA shall provide
      Vendor with notice of any such distribution so the correct sales tax can be
      applied.
    • Vendor acknowledges that it is responsible for, and
      agrees to reimburse SalesinUSA for, all reversals, charge-backs, claims, fees,
      fines, penalties and other liability incurred by SalesinUSA (including costs
      and related expenses) that are caused by or arising out of payments that Vendor
      authorizes or accepts.
    • Vendor acknowledges and agrees that all fees, charges,
      and any other rates or amounts charged by SalesinUSA to you hereunder are
      exclusive of applicable value added, sales/use or inventory and service taxes
      (“Transaction Taxes”) which may be levied in connection with the supply by SalesinUSA
      of the Service to you. Where applicable, you shall pay all Transaction Taxes
      arising in respect of the Service Fees or other amounts charged to SalesinUSA
      by you.
    • All dollar amounts stated in this TOS and the website
      will be in US dollars unless otherwise specified.
  • Payment.

1.SalesinUSA invoices weekly. Each week our clients are automatically notified that their invoices are
ready for viewing. Each invoice
provides a detailed breakdown of each of the services used during the previous
week. But if the invoiced amount is under $500 we invoice you once per month.

2.We accept 4 forms of payment: wire
transfer (free), credit card(there is a 3.0% processing fee per invoice),
PayPal (there is a 4.5% processing fee per transaction),checks (free).

  • Insurance.
    • Vendor acknowledges that the Goods stored or
      warehoused by SalesinUSA are not insured against loss or damage by SalesinUSA,
      and Vendor shall be solely responsible for obtaining insurance coverage for the
      Goods. Vendor acknowledges that SalesinUSA has highly recommended that Vendor
      purchase business property insurance from a reputable insurance provider
      notwithstanding the value of the Goods, and Vendor represents and warrants that
      it has secured such insurance.
    • Vendor agrees that SalesinUSA liability for any damage
      caused to the Goods shall be limited to the actual product value of the Goods,
      which shall be measured by the original purchase invoice from the
      manufacturer/supplier. SalesinUSA shall not be liable for any loss or damage to
      the Goods unless the loss or damage was directly caused by SalesinUSA gross
      negligence or willful misconduct.
    • In the event of a lost or damaged order, SalesinUSA
      will file a claim with USPS or Fedex, if Vendor is shipping on SalesinUSA
      account, for Goods valued at less than or equal to $100.00. SalesinUSA MAY NOT
      file claims for USPS Media Mail, or USPS First Class Shipments, unless
      additional shipping insurance is purchased. A credit will be applied on the
      next invoice for the amount the Carrier paid to SalesinUSA. If the Carrier
      denies the claim, Vendor agrees that under no circumstances will SalesinUSA be
      liable for more than $100.00 per shipment.
  • Inbound Shipments.
    • Vendor represents and warrants to SalesinUSA that (a)
      it is the legal owner and/or has lawful possession of the Goods and has the
      sole legal right to store and thereafter direct the release and/or delivery of
      the Goods, (b) there are no potential health, safety or environmental hazards
      associated with the warehousing or fulfillment of the Goods tendered to SalesinUSA
      under this Agreement, and (c) the Goods do not contain any material that
      violates any federal, state and local law (collectively, “Laws”). If the Goods
      do not meet these standards, Vendor may incur additional fees from SalesinUSA,
      or SalesinUSA may reject the Goods. This may result in a delay and Vendor
      agrees that SalesinUSA shall not be liable for any loss or damage as a result
      of such delay.
    • Vendor shall provide SalesinUSA, in a digital format
      through the SalesinUSA dashboard, with bills of lading for the inventory of all
      inbound shipments of Goods prior to the shipment arriving to SalesinUSA
      facility. All inbound shipments shall be properly labeled and clearly identify
      the units and quantities of carton, case, or master case. Vendor represents and
      warrants that the information set forth on any shipment or delivery document,
      including, without limitation, information as to count, weight, description and
      condition of the Goods, is accurate and complete and may be relied upon by SalesinUSA.
      If any inbound shipment is not labeled in accordance with this Agreement, a
      $35.00 per hour fee will be charged to Vendor for the actual time spent by SalesinUSA
      counting the Goods. If the items in such shipment cannot be identified by SalesinUSA,
      they may be discarded and SalesinUSA assumes no responsibility for any
      associated losses. The warehouse receiving order shall be attached to the side
      of the box and the product name shall be clearly and conspicuously written on
      the outside of box.
  • Onboarding.
    • All inbound shipments must be received and inventoried
      before the Goods shall be shipped.
    • Upon receipt, SalesinUSA may, at its sole discretion,
      verify the quantity of the Goods and inspect for any visible structural damage.
      Vendor acknowledges and agrees that SalesinUSA has no obligation to verify the
      quantity, content, condition or quality of the Goods delivered to SalesinUSA
      for storage and/or delivery. SalesinUSA may, at its sole discretion, reject to
      store and/or deliver any Goods that it deems, in its sole discretion, to be
      improperly labeled or packaged or any Goods that contain any hazardous or
      illegal material.
    • If there are any outstanding or pending Orders that
      need to be fulfilled first, Vendor shall notify SalesinUSA of the number of
      Orders to be sent initially and the expected timeline of processing such
      Orders.
    • Upon actual receipt of the Goods, Vendor can expect a
      minimum of two business days for products to be inventoried at SalesinUSA
      warehouse. After two business days, Vendor’s Orders will begin to be processed
      and labeled, beginning with outstanding and pending Orders. SalesinUSA will
      plan to fulfill the number of orders which was communicated during onboarding
      every day. Additional time may be required for special kitting, picking or any
      alterations in regular process.
    • SalesinUSA shall thereafter process, package, and ship
      all Orders within one business day of actual receipt of the Order from Vendor
      provided that proper inventory amounts exist and there are no issues with the
      Order reported to Vendor. This provision shall not apply to Orders that are
      altered, Orders with low inventory items (less than 10 items in stock), held
      Orders and bulk Orders.
    • Vendor shall provide SalesinUSA with an expectation of
      the date to begin shipping products, which shall conform to the terms of this
      Agreement.
    • Vendor shall be solely responsible for the accuracy of
      any information provided to SalesinUSA and/or inputted onto SalesinUSA website.
      Vendor agrees that SalesinUSA shall not be liable for any delay, loss, damage
      or costs as a result of any inaccurate information provided by Vendor to SalesinUSA
      or any information inputted incorrectly by Vendor onto SalesinUSA website.
  • Shippable Addresses.
    • Vendor is solely responsible for the accuracy and
      deliverability of Order shipping addresses. SalesinUSA may, at its sole
      discretion, verify Order shipping addresses, but this is not a replacement for
      merchant address diligence and verification. Vendor agrees and acknowledges
      that SalesinUSA has no obligation to verify any shipping addresses by Vendor.
    • If SalesinUSA provides an Order shipping estimate on
      the basis of an address later discovered to be inaccurate or incomplete, Vendor
      is solely responsible for any applicable address correction fees, any
      difference in shipping cost or for any other costs or fees due to the
      incomplete or inaccurate address. Examples of discrepancies for which Vendor
      may be responsible include, but are not limited to, incomplete addresses,
      commercial/residential address status, and rural address status.
  • International Shipping.

Vendor agrees that SalesinUSA shall not be liable for
any delay, loss or damage as a result of any Goods shipped internationally. SalesinUSA
shall not provide any refunds for or guarantee any international shipments. SalesinUSA
recommends that Vendor track and insure all international shipments. IT IS
VENDOR’S SOLE RESPONSIBILITY TO PROTECT ITSELF FROM INTERNATIONAL FRAUD. IT IS
VENDOR’S SOLE RESPONSIBILITY TO PAY ALL FEES RELATED TO ORDERS WHETHER THE
ORDER IS FRAUDULENT OR THE PRODUCT IS DELIVERED OR NOT.

  1. International Returns.

Shipments that are not delivered are often returned by
the Carrier and assessed return shipping, brokerage, and returns processing
carrier fees. These fees assessed by the Carriers are billed through to
merchants, often without notice. SalesinUSA strives to work with Vendors to
circumvent International returns or abandoned inventory at the Vendor’s
request; however, this is done on a best efforts basis and SalesinUSA reserves
the right to access fees to the value of the original shipping cost.

  1. International CDT.

Customs, Duties and Taxes (“CDT”) on any international
shipment charged by the Carrier are the responsibility of the Vendor and will
be charged back to the Vendor regardless of whether they were or were not in
the initial shipping estimate, or whether the order was or was not delivered.

  1. Returns.

All returned shipments will be assessed a return
shipment fee equivalent to the shipping fee to the original destination.
Returned shipments will be returned to a SalesinUSA distribution center, unless
otherwise specified. If the returned shipment is requested to be shipped to a
new location, the shipment will be treated as a new shipment and will incur
standard shipping charges. Vendor shall be solely responsible for any fees
assessed by any Carrier as a result of any shipments of Goods that are returned
to SalesinUSA by the Carrier for any reason whatsoever

    
SalesinUSA shall accept, unpack and restock any Goods returned by an End
User and inform the Customer of such returns, pursuant

     to the Customer’s return policy, provided,
however, that SalesinUSA shall not have any responsibility to refund any
amounts to the   

     End User. SalesinUSA shall also not be
responsible, and shall be held harmless by the Customer, for any returned Goods
that has

     been
damaged by the End User or during the return shipment.

  1. Required Removals.

SalesinUSA may, at its sole discretion, require that
Vendor remove unsuitable or unsellable Goods from its distribution centers. SalesinUSA
will notify Vendor if it has any inventory that requires removal. If Vendor
does not remove the inventory within 30 days of receiving a required removal
notice, SalesinUSA may dispose of the inventory listed in the required removal
notice. Vendor is responsible for any related fees. Unsellable inventory is not
in sellable condition.

  1. Abandoned Account.

If Vendor’s Service Fees remain unpaid for a period
greater than 30 days, then SalesinUSA reserves the right, at its sole
discretion, to reclassify Vendor’s Account as an “Abandoned Account.”
Additionally, any Account that remains unpaid for greater than 60 days will
automatically be deemed an Abandoned Account. Upon an Account becoming an
Abandoned Account, all rights to ownership of the Account Balance and Inventory
would then immediately be forfeited by Vendor. Inventory will become
immediately and irrevocably unavailable to Vendor, and liquidation proceedings
would begin. Vendor agrees the inventory would be free and clear of liability,
and that Vendor would assume any liability therefore. Vendor would have no
rights to the liquidation proceeds. Vendor would also remain liable for any
pending Service Fees above and beyond the liquidation proceeds.

  1. Vendor Data.
    1. Vendor retains all right, title and interest in and to
      the Vendor Data, other than the limited rights expressly granted in this
      Section 13. For purposes of this Agreement, “Vendor Data” means any and all
      information collected and/or stored by or on behalf of SalesinUSA in connection
      with Vendor’s use of the Services, excluding data and information relating to
      the operation and/or performance of the SalesinUSA Platform.
    1. Nothing shall be construed to restrict, impair,
      encumber, alter, deprive or adversely affect the Vendor Data, or any of
      Vendor’s rights or interests therein. Vendor hereby grants SalesinUSA the
      non-exclusive right and license to (a) copy, use, modify, distribute, display
      and disclose Vendor Data solely to the extent necessary to provide the Service
      to Vendor pursuant to the TOS, (b) copy, modify and use Vendor Data in
      connection with internal operations and functions, including, but not limited
      to, operational analytics and reporting, internal financial reporting and
      analysis, audit functions and archival purposes and (c) copy, use, modify,
      distribute, display and disclose Vendor Data on an aggregate and anonymized
      basis for marketing purposes.
  2. Force Majeure.

If
the performance of any part of this TOS by SalesinUSA is prevented, hindered, delayed or otherwise
made impracticable by reason of any flood, riot, fire, judicial or governmental
action, acts of terrorism or war, labor disputes, acts of God, actions or
omissions by third parties or any other causes beyond the control of SalesinUSA (“Force Majeure Event”), then SalesinUSA shall be excused from such to the extent that
such performance is prevented, hindered or delayed by such Force Majeure Event.

  1. Representations and Warranties.

You represent and warrant to SalesinUSA that (i) you
have full power and authority to enter into this TOS; (ii) you own all Your
Content or have obtained all permissions, releases, rights or licenses required
to engage in your posting and other activities (and allow SalesinUSA to perform
its obligations) in connection with the Service without obtaining any further
releases or consents; (iii) Your Content and other activities in connection
with the Service, and SalesinUSA exercise of all rights and license granted by
you herein, do not and will not violate, infringe, or misappropriate any third
party’s copyright, trademark, right of privacy or publicity, or other personal
or proprietary right, nor does Your Content contain any matter that is
defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or
harassing; and (iv) you are eighteen (18) years of age or older.

  1. Termination.

You have the right to terminate your account at any
time, provided you do not have a balance on your account (other than any
amounts subject to a good faith dispute) by sending a cancellation request
to support@SalesinUSA.com. Subject to earlier termination as provided below, SalesinUSA may
terminate your Account and this TOS at any time by providing thirty (30) days
prior notice to the administrative email address associated with your Account.
In addition to any other remedies we may have, SalesinUSA may also terminate
this TOS upon thirty (30) days’ notice (or ten (10) days in the case of
nonpayment), if you breach any of the terms or conditions of this TOS. SalesinUSA
reserves the right to modify or discontinue, temporarily or permanently, the
Service (or any part thereof). All of Your Content on the Service (if any) may
be permanently deleted by SalesinUSA upon any termination of your account in
its sole discretion. However, all accrued rights to payment and the terms of
Section 4-12 shall survive termination of this TOS.

  • DISCLAIMER OF WARRANTIES.

The Service may be temporarily unavailable for
scheduled maintenance or for unscheduled emergency maintenance, either by SalesinUSA
or by third-party providers, or because of other causes beyond our reasonable
control, but SalesinUSA shall use reasonable efforts to provide advance notice
in writing or by email of any scheduled service disruption. HOWEVER, THE
SERVICE, INCLUDING THE SALESINUSA PLATFORM AND CONTENT, AND ALL SERVER AND
NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT
ANY WARRANTIES OF ANY KIND, AND COMPANY EXPRESSLY DISCLAIMS ANY AND ALL
WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE,
AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT COMPANY DOES NOT WARRANT THAT THE
SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR
DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF
THE SERVICE, AND NO INFORMATION, ADVICE OR SERVICE OBTAINED BY YOU FROM COMPANY
OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS
TOS.

  1. SalesinUSA is not the importer of record for Inventory
    stored at SalesinUSA. SalesinUSA shall not be held liable for complying with
    your instructions through the SalesinUSA Service. You understand that SalesinUSA
    does not inspect your Inventory nor does SalesinUSA take responsibility for the
    business decisions that you make and implement through the SalesinUSA Service.
    For example, SalesinUSA cannot control or ensure that a buyer or seller with
    whom you do business will remit payment for Inventory in accordance with your
    agreement with them. For purposes of clarity, SalesinUSA is not the Merchant of
    Record for any of your Inventory. SalesinUSA is not responsible for items
    damaged during the pick and pack process or for breakage of items during
    transit that have been picked and packed by SalesinUSA.

  • LIMITATION OF LIABILITY.
    • UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY
      (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL COMPANY BE LIABLE TO YOU OR ANY
      THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL
      OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA,
      OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE
      FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE
      TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE
      PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE
      PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING
      WHETHER TO ENTER INTO THIS TOS.
    • Some states do not allow the exclusion of implied
      warranties or limitation of liability for incidental or consequential damages,
      which means that some of the above limitations may not apply to you. IN THESE
      STATES, COMPANY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY
      LAW. [Form, § 8.2]
    • Damage or Loss of Inventory. IN THE EVENT OF LOSS,
      DAMAGE OR DESTRUCTION OF INVENTORY (“INVENTORY LOSS”) FOR WHICH SALESINUSA IS
      LEGALLY LIABLE, YOU DECLARE THAT SALESINUSA LIABILITY SHALL BE LIMITED $.50 PER
      POUND FOR SAID LOST, DAMAGED, AND/OR DESTROYED INVENTORY. IN NO EVENT SHALL SALESINUSA
      BE LIABLE FOR ANY LOST SALES REVENUE FROM INVENTORY LOSS. SALESINUSA MAXIMUM
      LIABILITY FOR INVENTORY LOSS WILL BE CAPPED AT 5% OF THE TOTAL PRODUCT VALUE OR
      ONE MONTH OF THE AVERAGE BILLABLE STORAGE, WHICHEVER IS LOWER (“INVENTORY
      DAMAGES CAP”).
    • Inventory Count Inaccuracies. IN THE EVENT OF
      INVENTORY LOSS DUE TO INVENTORY COUNT INACCURACIES, INACCURATE INVENTORY COUNTS
      DURING RECEIVING OR INVENTORY COUNT INACCURACIES AT ANY TIME THAT SALESINUSA IS
      IN POSSESSION OF INVENTORY FOR WHICH THE CLAUSES ABOVE ARE DETERMINED TO BE
      INAPPLICABLE AND SALESINUSA IS HELD LEGALLY LIABLE, YOU AGREE THAT IT WILL BE
      CONSIDERED AN “INVENTORY LOSS” AND SALESINUSA LIABILITY SHALL BE LIMITED AS
      STATED IN 18.3. ABOVE. IN NO EVENT SHALL SALESINUSA BE LIABLE FOR ANY LOST SALES
      REVENUE FROM THE INVENTORY LOSS DUE TO INVENTORY COUNT INACCURACIES.
    • Exclusive Remedy. SALESINUSA LIABILITY REFERRED TO IN
      THIS SECTION SHALL BE YOUR EXCLUSIVE REMEDY AGAINST SALESINUSA FOR ANY CLAIM OR
      CAUSE OF ACTION WHATSOEVER RELATING TO LOSS, DAMAGE AND/OR DESTRUCTION OF
      INVENTORY AND SHALL APPLY TO ALL CLAIMS INCLUDING INVENTORY SHORTAGE AND
      MYSTERIOUS DISAPPEARANCE CLAIMS UNLESS YOU PROVE BY AFFIRMATIVE EVIDENCE THAT SALESINUSA
      CONVERTED THE INVENTORY TO ITS OWN USE. YOU WAIVE ANY RIGHTS TO RELY UPON ANY
      PRESUMPTION OF CONVERSION IMPOSED BY LAW.
  • Indemnification.

You shall defend, indemnify, and hold harmless SalesinUSA
from and against any claims, actions or demands, including without limitation
reasonable legal and accounting fees, arising or resulting from your breach of
this TOS, any of Your Content, or your other access, contribution to, use or
misuse of the Service. SalesinUSA shall provide notice to you of any such
claim, suit or demand. SalesinUSA reserves the right to assume the exclusive
defense and control of any matter which is subject to indemnification under
this section. In such case, you agree to cooperate with any reasonable requests
assisting SalesinUSA defense of such matter.

  • U.S. Government Matters.

You may not remove or export from the United States or
allow the export or re-export of the Service 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, or any other United
States or foreign agency or authority. As defined in FAR section 2.101, the
software and documentation installed by SalesinUSA on your Equipment (if
applicable) 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 TOS and will be prohibited except to the extent expressly
permitted by the terms of this TOS.

  • Assignment.

You may not assign this TOS without the prior written
consent of SalesinUSA, but SalesinUSA may assign or transfer this TOS, in whole
or in part, without restriction.

  • Miscellaneous.

If any provision of this TOS is found to be
unenforceable or invalid, that provision will be limited or eliminated to the
minimum extent necessary so that this TOS will otherwise remain in full force
and effect and enforceable. Both parties agree that this TOS, together with any
attachments, addendums or service orders, is the complete and exclusive
statement of the mutual understanding of the parties and supersedes and cancels
all previous written and oral agreements, communications and other
understandings relating to the subject matter of this TOS, and that all waivers
and modifications must be in a writing signed by both parties, except as
otherwise provided herein. No agency, partnership, joint venture, or employment
is created as a result of this TOS and you do not have any authority of any
kind to bind SalesinUSA in any respect whatsoever. In any action or proceeding
to enforce rights under this TOS, the prevailing party will be entitled to
recover costs and attorneys’ fees. All notices under this TOS will be in
writing and will be deemed to have been duly given when received, if personally
delivered; when receipt is electronically confirmed, if transmitted by
facsimile or email; the day after it is sent, if sent for next day delivery by
recognized overnight delivery service; and upon receipt, if sent by certified
or registered mail, return receipt requested.

  • Governing Law.

This TOS shall be construed in accordance with the laws
of the State of Delaware without regard to conflict of laws principles. Any
controversy or claim arising out of or relating to this TOS, or the breach
thereof, shall be settled by arbitration administered by the American
Arbitration Association (“AAA”) under its Commercial Arbitration Rules. There
shall be one arbitrator. The place of arbitration shall be the AAA location
closest to Wilmington, Delaware. 
Judgment on the award rendered by the arbitrator may be entered by any
court of competent jurisdiction. The arbitrator shall award the payment of the
administrative costs, arbitral fees and legal fees of the prevailing party by
the losing party, pursuant to the rules of AAA.