Terms and Conditions

1. RICING OF FULFILLMENT SERVICES. The pricing of Fulfillment Services for each individual project shall be set forth in the relevant Schedule (Exhibit 1) in the fulfillment agreement between the Customer and Supplier.
2. POSTAGE AND FREIGHT. Postage and freight rates anticipated to apply to the performance of any Fulfillment Services project shall be determined by the Supplier for each project and shall be communicated to the Customer prior to the start of Fulfillment Services on each project. The supplier reserves the right to increase these rates for ground shipping, contained in the Schedule, at any time to reflect actual increases in costs. Any increase in these rates shall be substantiated in writing by the Supplier. Supplier considers all postage and freight information to be Confidential Information (as defined in Section 10). National carrier premium service rates, including, for example, United States Postal Service Priority Mail, United Parcel Service, One, Two, and Three-day service, and Federal Express shall be billed to Customer at cost.
3. TAX MATTERS. The customer acknowledges that it or its agent is solely responsible for identifying and resolving sales and use tax collection issues for product orders, including the necessity of charging and collecting such taxes.
4. REPORTS. The parties agree to provide each other such reports as are mutually agreed upon and set forth in each Schedule or as either party shall reasonably request during the performance of any Fulfillment Services.

PAYMENT TERMS

1. FULFILLMENT SERVICES. Supplier shall invoice Customer, and Customer shall pay Supplier, for the Fulfillment Services on a weekly basis and shall invoice weekly on Mondays for the prior seven (7) days (i.e. from the prior Monday through Sunday,). The invoice shall set forth, (i) a list of Fulfillment Services provided to the Customer during the prior Seven(7) days (e.g., product quantity/rate/extension) and (ii) associated charges for the services. The customer shall pay all invoices within three (3) days of receipt.
2. BILLING DISPUTES. Customer and Supplier shall use best efforts to expediently resolve any disputed invoice through negotiations between each party’s Account Manager; provided, however, that disputed amounts not resolved within thirty (30) calendar days of Customer’s receipt of the invoice shall be immediately due and payable.
3. INTEREST. Supplier shall assess interest at a rate of 1.5% per month on all receivables not paid within the above-stated time periods. Interest will start accruing on the 30th day from the date of invoice, and will continue to accrue until all overdue payments, plus interest charges, are paid in full.

BOOKS AND RECORDS

1. RECORDKEEPING. Both parties agree to keep complete and accurate books of account, records, and other documents with respect to this Agreement and any Schedule (“Books and Records”). Such Books and Records shall be kept by both parties for the longer of (i) a period of time consistent with the Supplier’s general document records management policy, or (ii) two(2) years following expiration or termination of the Agreement.

TERM AND TERMINATION

1. TERM AND RENEWAL OPTIONS. The term of this Agreement shall be for a period of one (1) year commencing on the Effective Date (the “Original Term”) and shall be automatically renewed for subsequent years (“Additional Terms”) on the terms and conditions provided herein; provided that a party may choose not to renew the Agreement for an Additional Term by providing writing notice of the non-renewal at least ninety (90) days prior to the beginning of that Additional Term.
2. TERMINATION. This Agreement may be terminated as follows:
3. BREACH – by either party, upon 30 days prior written notice to the other party, in the event of a material breach of this Agreement by the other party. The written notice shall specify the precise nature of the breach. In the event the breaching party cures the breach within the 30-day notice period, this Agreement shall not terminate.
4. INSOLVENCY – by either party, immediately upon written notice to the other party, in the event, the other party voluntarily files or has filed involuntarily against it a petition under the United States Bankruptcy Code, including a petition for Chapter 11 reorganization as set forth in the United States Bankruptcy Code.
5. OTHER RIGHTS. The rights of the parties to terminate this Agreement or any Schedule are not exclusive of any other rights and remedies available at law or in equity, and such rights shall be cumulative. The exercise of any such right or remedy shall not preclude the exercise of any other rights and remedies.
6. POST-TERMINATION PERFORMANCE. Notwithstanding any termination by either party of this Agreement or any Schedule, Supplier shall continue to fulfill all orders from customers, and Customer shall continue to remit amounts due to Supplier under this Agreement or any Schedule, in connection with any product orders made prior to the effective date of such termination.
7. RETURN OF PROPRIETARY INFORMATION. Upon termination of this Agreement for any reason, each party shall immediately return to the other all property (including without limitation, Confidential Information and all material related to any customers) that it has received from the other party in connection with the performance of its obligations hereunder except to the extent such property is needed to fulfill its continuing obligations under Section 4(d) above. In such event, such property shall be returned immediately upon the party’s fulfillment of its obligations under Section 4(d)
8. SURVIVAL. Sections 3, 4(d), 4(e), 4(f), 8, 9, 10, and 11 shall survive any expiration or termination of this Agreement or any Schedule.

LICENSE

1. TRADEMARK LICENSE. Customer hereby grants to Supplier a limited, revocable, non-exclusive license to use the trademarks, logos, or artwork owned or licensed to Customer and identified in Exhibit 2 hereto (collectively referred to as the “Licensed Marks”), solely for the purpose of displaying such Licensed Marks on the packaging, invoices, and customer service correspondence. Other than as contemplated by this Agreement or any Schedule, Supplier shall not make any other use of the Licensed Marks or any related marks or intellectual property of Customer.
2. REPRESENTATION AND WARRANTY. Customer represents and warrants to Supplier that it is authorized to grant the aforementioned trademark license and that it shall fully indemnify and hold Supplier and its affiliates harmless against any and all claims by a third party alleging a violation of such third party’s intellectual property or other proprietary rights in connection with Supplier’s use of the Licensed Marks pursuant to the trademark license or this Agreement or any Schedule. The indemnification granted under Section 5(b) expressly includes indemnification with respect to reasonable attorneys’ fees and any and all expenses and costs incurred or amounts paid in settlement or in satisfaction of any judgment or award.

RELATIONSHIP OF THE PARTIES

1. INDEPENDENT CONTRACTORS. This Agreement does not constitute and shall not be construed as creating any partnership or joint venture agreement between the parties. The relationship created hereunder between Supplier and Customer shall be solely that of independent contractors entering into an agreement. No representations or assertions shall be made or actions taken by either party which could imply or establish any agency, joint venture, partnership, employment, or trust relationship between the parties with respect to the subject matter of this Agreement or any Schedule. Neither Supplier nor Customer shall have any authority or power whatsoever to enter into any agreement, contract, or commitment on behalf of the other, or to create any liability or obligation whatsoever on behalf of the other, to any person or entity, except as specifically provided herein.
2. SUBCONTRACTORS. The supplier reserves the right to subcontract with other individuals and businesses for Fulfillment Services required to be performed pursuant to this Agreement and any Schedule. Supplier shall be responsible for all payments to, as well as the direction and control of the work to be performed by its subcontractors if any. Subject to and solely in accordance with the provisions of Section 1, the Supplier reserves the right to increase its pricing at any time in accordance with any rate increases by subcontractors.

INVENTORY

1. GENERAL. The customer shall provide sufficient inventory to ship.
2. ON-DEMAND. Supplier shall provide sufficient inventory to ship for Customer.

REPRESENTATIONS AND WARRANTIES OF SUPPLIER.

With the knowledge that Customer is relying thereon in entering into this Agreement and any Schedule, Supplier hereby represents, warrants and covenants as follows:

1. Supplier is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida.
2. This Agreement and any and all Schedules constitute the legal, valid, and binding obligation of Supplier, enforceable against Supplier in accordance with its terms except as enforcement may be limited by any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and except as enforcement may be limited by general principles of equity. As of the Effective Date, Supplier has taken all corporate action necessary for the authorization, execution and delivery of this Agreement and any Schedule, and for the performance by Supplier of its obligations under this Agreement and any Schedule.
3. Neither the execution and delivery of this Agreement (including the Original Schedule) nor the consummation or performance of any obligations hereunder shall, directly or indirectly (with or without notice or lapse of time) in any material respect, contravene, conflict with, or result in a violation or breach of any provision of, or give any person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any material contract to which Supplier is a party.
4. Supplier is not and shall not be required to give any notice to or obtain any consent from any person in connection with the execution and delivery of this Agreement and the Original Schedule or the consummation or performance of any of its obligations hereunder.
5. Supplier’s facilities utilized to provide the Fulfillment Services have been designed or will be modified to ensure continuous operation and use during the term of this Agreement and to operate during such time periods so that Customer will not experience any loss of information or assets, interruption in service, or invalid and/or incorrect reporting or results.
6. Supplier is, to its knowledge, and, at all times during the performance of Fulfillment Services under this Agreement and any Schedules hereunder, will remain in material compliance with all applicable laws, rules and regulations, including, but not limited to, the laws, rules and regulations of the Federal Trade Commission.

REPRESENTATIONS AND WARRANTIES OF CUSTOMER.

With the knowledge that Supplier is relying thereon in entering into this Agreement and any Schedule, Customer hereby represents, warrants and covenants as follows:

1.  Customer is a corporation duly organized, validly existing, and in good standing under the laws of the State which it was opened in and has the full power to grant the license rights set forth in this Agreement.
2. This Agreement and the Original Schedule constitute the legal, valid, and binding obligation of Customer, enforceable against Customer in accordance with its terms except as enforcement may be limited by any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and except as enforcement may be limited by general principles of equity. As of the Effective Date, Customer has taken all corporate action necessary for the authorization, execution and delivery of this Agreement and any Schedule, and for the performance by Customer of its obligations under this Agreement and any Schedule.
3. Neither the execution and delivery of this Agreement and any Schedule nor the consummation or performance of any obligations hereunder shall, with or without notice or lapse of time, in any material respect, contravene, conflict with, or result in a violation or breach of any provision of, or give any person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any material contract to which Customer is a party.
4. Customer is not and shall not be required to give any notice to or obtain any consent from any person in connection with the execution and delivery of this Agreement and any Schedule or the consummation or performance of any of its obligations hereunder.
5. Customer’ assets and equipment utilized in connection with this Agreement and any Schedule have been designed or will be modified to ensure continuous operation and use during the term of this Agreement, and to operate during such time periods so that Supplier will not experience any loss of information or assets, interruption in service, invalid and/or incorrect reporting or results. Customer is to its knowledge and, at all times during the term of this Agreement, will remain in material compliance with all applicable laws and regulations, including, but not limited to, the laws, rules, regulations and guidance of the Federal Trade Commission.

INDEMNIFICATION BY SUPPLIER. Subject to the limitations specified in this Section, Supplier shall indemnify, hold harmless and defend Customer and each person or entity that is a stockholder, officer, director, partner, employee, affiliate or agent of Customer from and against any and all losses, claims, damages, liabilities, whether joint or several, expenses (including reasonable legal fees and expenses), judgments, fines and other amounts paid in settlement, incurred or suffered by any such person or entity arising out of or in connection with (i) the inaccuracy of any representation or warranty made by Supplier hereunder, (ii) any breach of this Agreement by Supplier, or (iii) any grossly negligent act or omission by Supplier or its employees or agents in connection with the performance by Supplier or its employees or agents of the Fulfillment Services hereunder, provided such negligent act or omission was not done or omitted at the direction of Customer.

INDEMNIFICATION BY CUSTOMER. Subject to the limitations specified in this Section, Customer shall indemnify, hold harmless and defend Supplier and each person or entity that is a stockholder, officer, director, partner, employee, affiliate or agent of Supplier from and against any and all losses, claims, damages, liabilities, whether joint or several, expenses (including reasonable legal fees and expenses), judgments, fines and other amounts paid in settlement, incurred, or suffered by any such person arising out of or in connection with (i) the inaccuracy of any representation or warranty made by Customer hereunder, (ii) any breach of this Agreement by Customer, (iii) any grossly negligent act or omission by Customer or its employees or agents in connection with the performance by Customer or its employees or agents required of Customer hereunder provided such negligent act or omission was not done or omitted at the direction of Customer, or (iv) any claim or action for personal injury, death, property damage or other cause of action (A) involving a product liability claim arising from or relating to products for which Fulfillment Services are provided to Customer hereunder, or (B) resulting from alleged defects in, or the inherently dangerous nature of, Customer’ products that are the subject of this Agreement and any Schedule.

NOTICE AND DEFENSE OF THIRD-PARTY CLAIMS.

If a claim for indemnification hereunder arises from a claim or demand from a third party, the rights of the indemnified parties to be indemnified pursuant to this Agreement and any Schedule shall be governed by the following:

1. Promptly after receipt by an indemnified party of notice of any claim, allegation or facts which may result in a claim for indemnification hereunder, an indemnified party shall give the indemnifying party prompt notice thereof. The failure to give such notice shall not affect the indemnified party’s ability to seek reimbursement unless such failure has materially and adversely affected the indemnifying party’s ability to defend the claims.
2. An indemnified party shall have the right (i) to employ separate counsel in any action as to which indemnification may be sought under any provision of this Agreement and to participate in the defense thereof, or (ii) to the extent that it may wish, jointly with any other indemnified party, to assume the defense of any such action with counsel reasonably satisfactory to the indemnifying party but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (x) the indemnifying party has agreed in writing to pay such fees and expenses, (y) the indemnifying party has failed to assume the defense thereof without reservation and employ counsel within a reasonable period of time after being given the notice required above, and as a consequence thereof the indemnified party has employed separate counsel to protect its rights, or (z) the named parties to any such action include both such indemnified party and the indemnifying party and such indemnified party shall have been advised by its counsel that representation of such indemnified party and the indemnifying party by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them. It is understood, however, that the indemnifying party shall, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such indemnified parties having actual or potential differing interest with the indemnifying party.
3. The indemnifying party shall not be liable for any settlement of any such action effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such written consent, or if there be a final judgment against any indemnified party in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified parties to the extent provided above from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment.

LIMITATIONS ON LIABILITY

IN NO EVENT SHALL EITHER PARTY’S LIABILITY HEREUNDER INCLUDE ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, EVEN IF SUCH PARTY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.

Each of the parties hereto shall be liable to the other for damages arising out of or in connection with any negligent act or breach of this Agreement or any Schedule by such party to the extent permitted by law, subject to the duty of the non-breaching party to take all reasonable actions in order to mitigate such damages; PROVIDED, HOWEVER, that (i) Supplier’s liability for any Fulfillment Services provided hereunder shall be limited to the recovery by Customer of the amount actually paid to Supplier by Customer for such Fulfillment Service, and (ii) Supplier’s total liability hereunder shall be limited to the aggregate amount actually paid by Customer to Supplier for Fulfillment Services.

1. DISPUTE RESOLUTION. To be selected jointly by two mediators selected by the parties.
   If there is any controversy, dispute, or claim arising out of or relating to the interpretation or breach of this Agreement, the parties will endeavor to settle it promptly.
   If such a dispute cannot be resolved, the parties will promptly initiate and participate in good faith mediation of the dispute, with the mediator to be selected jointly by the parties or, if the parties cannot agree upon a mediator, by a mediator to be selected jointly by two mediators selected by the parties.
2. If the dispute is not resolved through mediation, the parties will promptly submit such dispute to binding arbitration in accordance with the Commercial Arbitration Rules and regulations of The American Arbitration Association (“AAA”), with the arbitrator to be a retired federal or state court judge jointly selected by the parties or, if the parties cannot agree, by an arbitrator that satisfies such qualifications and that is jointly selected by two arbitrators selected by the parties. Judgment upon the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.
3. Nothing shall prevent either party from directly seeking injunctive or other equitable relief from any court of competent jurisdiction in situations where damages would not adequately compensate for an alleged breach of this Agreement. By way of illustration and not limitation, such relief would be appropriate in the case of either party’s need to: obtain cooperation of the other party in litigation; secure the timely delivery of information or services; or, prevent the disclosure of Confidential Information.
4. The prevailing party in any mediation, arbitration or legal action to enforce or interpret this Agreement shall be entitled to recover from the non-prevailing party all costs and expenses, including reasonable attorneys’ fees, incurred in such action or proceeding.
5. GOVERNMENT ACTIONS. Customer hereby agrees to promptly provide Supplier copies of all complaints or inquiries received by it from any governmental agency that in any way relate to or have a potential effect on the Fulfillment Services provided hereunder. In the event Supplier is required, as a result of any such action, to change the manner in which it does business in any material respect, Supplier shall have the option to terminate as soon as practicable the availability of such Fulfillment Services hereunder. Supplier hereby agrees that it will promptly forward to Customer copies of all written complaints or written inquiries addressed to Supplier from any governmental agency in any way relating to or having a potential effect on the Fulfillment Services provided hereunder.
6. SURVIVAL. The provisions of this Section shall survive the termination of this Agreement and any schedule.

CONFIDENTIALITY

1. GENERAL. As used herein, “Confidential Information” means (i) the terms and provisions of this Agreement and any related documents delivered concurrently herewith, and (ii) all computer hardware, all software, all data, reports, analyses, compilations, studies, interpretations, forecasts, records and other materials (in whatever form maintained, whether documentary, computer storage or otherwise) that contain or otherwise reflect information concerning Customer, Supplier, any of their subsidiaries or affiliates, or any portion thereof, that one party or its Agents may provide to the Receiving Party or its Agents in connection with this Agreement (“Provided Information”), together with all data, reports, analyses, compilations, studies, interpretations, forecasts, records or (iii) other materials (in whatever form maintained, whether documentary, computer storage or otherwise) prepared by the Disclosing Party receiving Provided Information or its Agents that contain or otherwise reflect or are based upon, in whole or in part, any Provided Information or that reflect the review of, interest in, or evaluation of all or any portion of the transactions contemplated by this Agreement and any related documents delivered concurrently herewith (“Derived Information”). As used herein, “Agents” means, collectively, the respective directors, employees, controlling persons or attorneys of Customer or Supplier. As used herein, the term “person” shall be broadly interpreted to include, without limitation, any corporation, partnership, trust or individual; the term “Receiving Party” shall mean the person receiving Provided Information; and the term “Disclosing Party” shall mean the person providing Provided Information.
2. ACKNOWLEDGMENT. The parties hereby agree that all Confidential Information shall be kept confidential and shall not, without the prior written consent of the Disclosing Party, be disclosed by the Receiving Party in any manner whatsoever, in whole or in part, other than to the Disclosing Party’s Agents, and shall not be used, directly or indirectly, for any purpose other than in connection with this Agreement and not in any way inherently detrimental to the other party. Moreover, Customer and Supplier agree to reveal Confidential Information only to their Agents if and to the extent that such Agents have a strict need to know such Confidential Information for the purpose of the Receiving Party satisfying its obligations under this Agreement and are informed of the confidential nature of the Confidential Information and agree to be bound by the terms and conditions of this Agreement. Customer and Supplier shall each be responsible for any breach of this Agreement by their respective Agents (including Agents who, subsequent to the first date of disclosure of Confidential Information hereunder, become former Agents). Moreover, Customer and Supplier shall take all reasonably necessary measures to restrain their respective Agents (and former Agents) from unauthorized disclosure or use of the Confidential Information
3. EXCEPTIONS. Notwithstanding anything in this Agreement to the contrary, Confidential Information shall not include any information which at the time of disclosure to the Receiving Party is generally available to and known by the public (other than as a result of any disclosure made directly or indirectly other action or inaction by the Receiving Party or anyone to whom the Receiving Party or any of its Agents transmit or transmitted any Confidential Information); becomes publicly available in the future (other than as a result of a disclosure made directly or indirectly or other action or inaction by the Receiving Party or anyone to whom the Receiving Party or any of its Agents transmit or have transmitted any Confidential Information); was available to the Receiving Party or its Agents on a non-confidential basis from a source other than the Disclosing Party or any of its Subsidiaries or affiliates or any of their respective Agents providing such information (provided that to the best of the Receiving Party’s knowledge, after due inquiry, such source is not or was not bound to maintain the confidentiality of such information); or has been independently acquired or developed by the Receiving Party without violating any of its obligations under this Agreement, provided such independent development can reasonably be proven by the Receiving Party upon written request. In the event that a party or any of such party’s Agents become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information of the other party, that party or person under the legal compulsion (the “Compelled Party”) from whom such information is being sought shall, unless prohibited by law, provide the party to whom such Confidential Information belongs with prompt prior written notice of such requirement so that it may seek a protective order or another appropriate remedy, or both, or waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or the other party waives compliance with the provisions hereof, the Compelled Party agrees to furnish only such portion of the Confidential Information that the Compelled Party is advised by written opinion of its counsel is legally required to be furnished by it and shall exercise its reasonable best efforts to obtain reliable assurance that confidential treatment shall be accorded such Confidential Information.
4. USE OF CONFIDENTIAL INFORMATION. Each party shall be subject to the obligations under this Section 13 until the expiration of three (3) years following the termination of this Agreement. Other than as specifically provided in this Agreement, neither party shall duplicate the Disclosing Party’s Confidential Information for any purpose other than for the performance of its obligations under this Agreement and for the benefit of the Disclosing Party; or use the Disclosing Party’s Confidential Information for any reason or purpose other than as expressly permitted in this Agreement.
5. RETURN OF CONFIDENTIAL INFORMATION. Upon termination of this Agreement or if either party so requests, the Receiving Party shall return to the Disclosing Party or destroy all copies of the Confidential Information in its possession and the possession of its Agents and will destroy all copies of any Derived Information; provided, however, that this Agreement will continue to apply to the Confidential Information and/or Derived Information contained or reflected in such copies.
6. The Parties agree that Customer and Supplier would be irreparably injured by a breach of this Agreement by the other party or its Agents and that the other party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach of the provisions of this Section 10. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 10 by either party or their Agents, but shall be in addition to all other remedies available at law or in equity.

MISCELLANEOUS PROVISIONS

1. NOTICES. All notices, demands, requests, approvals, consents, or other communications to be given or delivered under this Agreement (“Notices”) shall be in writing and shall be deemed to have been given when delivered in person or by courier; or upon confirmation of receipt when sent by certified mail, return receipt requested.

All notices shall be addressed as follows:

Save Rack LLC 3025 Whitten Rd. Lakeland, FL 33811

1. SEVERABILITY. Each and every provision of this Agreement is intended to be severable. Whenever possible, each provision of this Agreement and any Schedule shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement or any Schedule is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement and any Schedule.
2. AMENDMENT AND WAIVER. This Agreement and any Schedule may not be amended, and any provision of this Agreement and any Schedule may not be waived; except by a written executed by such party and in accordance with the terms of this Agreement. No course of dealing between or among any persons having any interest in this Agreement and any Schedule will be deemed effective to modify or amend any part of this Agreement and any Schedule or any rights or obligations of any person under or by reason of this Agreement or any Schedule. The waiver of any default, or the remedying of any default in any manner, shall not operate as a waiver of any other prior or subsequent default. No extension of time for the performance of any obligation or act shall be deemed to be an extension of time for the performance of any other obligation or act hereunder. No delay or omission by a party to exercise rights hereunder shall impair any such rights or shall be construed to be an implied waiver of any such default or any acquiescence therein.
3. ENTIRE AGREEMENT. This Agreement, all Schedules and exhibits hereto and any related documents delivered concurrently herewith, contain the complete agreement between the parties relating to the Fulfillment Services and supersede any prior
   understandings, agreements or representations by or between the parties, written or oral, which may be related to the subject matter hereof in any way.
4. HEADINGS. Section headings contained in this Agreement and any Schedule are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement and any Schedule, respectively, or any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.
5. GOVERNING LAW. The internal law, and not the law of conflicts, of the State of Florida will govern all questions concerning the construction, validity and interpretation of this Agreement and any Schedule and the performance of the obligations imposed by this Agreement and any Schedule.
6. ASSIGNMENT. This Agreement and any Schedule and all of the provisions will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that neither this Agreement and any Schedule nor any of the rights, interest or obligations set forth in each may be assigned by any party hereto without the prior written consent of the other party hereto, which shall not be unreasonably withheld.
7. INTERPRETATION. Each party acknowledges it has participated in the negotiation and preparation of this Agreement, and has reviewed this Agreement and had the opportunity to consult with its counsel and accountants with respect to its terms. Therefore, each Party agrees that the rule of construction to the effect that any ambiguities in a document shall be interpreted against the drafting party, will not be utilized in the interpretation, construction, or enforcement of this Agreement, and no consideration shall be given to the issue of which party hereto actually prepared, drafted or requested any term or condition of this Agreement or any Schedule or other instrument subject hereto.
8. FORCE MAJEURE. Neither party shall be liable for any failure of or delay in the performance of this Agreement or any Schedule for the period that such failure or delay is due to acts of God, public enemy, war, strikes or labor disputes, or any other cause beyond the parties’ reasonable control (each a “Force Majeure”), it being understood that lack of financial resources shall not to be deemed a cause beyond a party’s control. Each party shall notify the other party promptly of the occurrence of any Force Majeure and carry out this Agreement and any Schedule as promptly as practicable after such Force Majeure is terminated. The existence of any Force Majeure shall not extend the term of this Agreement or any Schedule.
9. COUNTERPARTS. This Agreement may be signed in any number of counterparts.
10. CONSTRUCTION. The terms and provisions of this Agreement and the wording used herein shall in all cases be interpreted and construed simply in accordance with their fair meanings and not strictly for or against either party.
11. THIRD-PARTY BENEFICIARIES. There are no third-party beneficiaries of or in this Agreement or any of the terms or provisions hereof or any of the rights, privileges, duties, liabilities or obligations created hereby.