This Service Agreement (“Agreement”) is established by and between VeriShip, LLC, a Delaware limited liability corporation, with an address at 8880 Ward Parkway, Suite 300, Kansas City, Missouri, 64114, and Client, identified separately, referred to together as the Parties.

 

  1. Agreement Acceptance: By accepting this Agreement, you represent and attest that you have read and understand this Agreement’s terms and that you have the legal authority to enter into and bind your company, the Client, to the terms of this Agreement.
  2. Amazon’s Services: VeriShip, LLC offers its Seller Central Reimbursements Management service (“Service”) in connection with the services of Amazon.com, Inc. (“Amazon”), including Amazon Seller Central and Fulfillment By Amazon.  VeriShip, LLC’s Service is not affiliated with or endorsed by Amazon.
  3. VeriShip, LLC’s Service: Client agrees that VeriShip, LLC will:
    1. Provide Client its Service through which VeriShip, LLC:
      1. Identifies Amazon’s errors in 1) handling Client’s inventory associated with the Fulfillment By Amazon service, 2) accounting for sales transactions reported through the Amazon Seller Central service, and 3) processing Amazon customers’ product returns.
      2. Then secures cash reimbursements and recovered inventory (“Reimbursements”) for the errors from Amazon.
    2. Provide its Service for Client’s Amazon Seller Central account (“Amazon Account”) for the Amazon.com marketplace as well as other Amazon marketplaces, such as Amazon.ca, as specified by Client at the time of establishing this Agreement or by Client’s request using the VeriShip, LLC Service Activation Order form.
  4. Amazon Account Access: For VeriShip, LLC to provide its Service, Client will:
    1. Grant VeriShip, LLC access to Client’s Amazon Account, including i) limited, sign-in and permission-based access to the Amazon Account and ii) developer-based access to the Amazon Account’s reporting features through the Amazon Marketplace Web Service API.
    2. Maintain VeriShip, LLC’s access to the Amazon Account during the term of this Agreement and for 30 days following the deactivation of VeriShip, LLC’s Service for the Amazon Account.
  5. Security and Confidentiality: In providing its Service, VeriShip, LLC will:
    1. Limit use of its access to Client’s Amazon Account to providing the Service and also restrict this access to the VeriShip, LLC employees specifically authorized to provide the Service.  No third party, such as a contractor, will be used in providing the Service.
    2. Copy certain data from Client’s Amazon Account (“Client’s Data”) to VeriShip, LLC’s technical platform where the Client’s Data will be stored, formatted and compiled with other data.
    3. Display certain of Client’s Data as well as information about VeriShip, LLC’s activities in performing the Service on the VeriShip, LLC Client Portal website (“Client Portal”).
    4. Undertake its best efforts to ensure the security of its access to Client’s Amazon Account, Client’s Data on the VeriShip, LLC platform and Client’s access to the Client Portal.
    5. Protect and preserve the confidentiality of Client’s Data, including by not sharing Client’s Data with any party.
  6. Client Obligations: Client will:
    1. Provide truthful and accurate information and documentation when requested by VeriShip, LLC.
    2. Make its best efforts to supply to VeriShip, LLC, upon request, information and certain types of documentation, including about Client’s shipments to Amazon fulfillment centers, the packaged product size and weight specifications for the products offered in the Fulfillment By Amazon program, and Amazon fulfillment center removal order shipment receiving records.
    3. Not engage in any activity that interferes with VeriShip, LLC providing the Service, including, without prior arrangement, addressing the Amazon Seller Support cases that VeriShip, LLC submits in connection with Client’s Amazon Account.
    4. Not attempt to decipher, decompile, reverse engineer or otherwise discover the methodology of the business processes or source code of the software that make up the Service, including the Client Portal.
    5. Protect and preserve the confidentiality of the proprietary information that VeriShip, LLC shares with Client, which may or may not be designated as confidential, the scope of Service provided, the business processes and software features used in providing the Service, and other information.
  7. Service Fees and Billing: VeriShip, LLC will:
    1. Provide its Service to Client on a commission basis and bill Client a percentage of the Reimbursements that it secures for Client from Amazon.  This percentage or Service Rate (“Service Rate”) is specified by VeriShip, LLC at the time of establishing this Agreement and is indicated in Client’s account settings in the Client Portal.
    2. Provide Client notice 30 days prior to making any change to the Service Rate or billing terms.
    3. Bill Client the Service Fees (“Service Fees”) based on the Service Rate for the Reimbursements that VeriShip, LLC independently secures for Client and for which VeriShip, LLC has verified that Reimbursements have been issued by Amazon to Client.  Documentation of the verified Reimbursements is provided in the reporting for Client in the Client Portal.
    4. Bill Client the Service Fees payable on a monthly or other periodic basis.  Unless otherwise specified in an invoice from VeriShip, LLC, the Service Fees are due and will be charged to Client’s credit card upon billing.
  8. Payments: VeriShip, LLC will:
    1. Charge the Service Fees when due to Client’s credit card using account information provided by Client and stored in VeriShip, LLC’s billing service provider’s system.
    2. Suspend the Service if, when the Service Fees are due, Client fails to provide VeriShip, LLC a valid credit card.
    3. Apply a late fee to the amount due of 1.5% in interest per month if Client does not provide a valid credit card for payment in full of the Service Fees due for more than 30 days after the due date.  Client will be responsible for any costs incurred by VeriShip, LLC in its collection of overdue Service Fees.
  9. Term and Termination Period:
    1. This Agreement may be terminated at any time for any reason by either party giving Notice in writing to the other (“Notice”), including by Client’s request using the VeriShip, LLC Service Deactivation form.
    2. Once Notice is given, a Termination Period (“Termination Period”) of 30 days will begin during which Client will maintain VeriShip, LLC’s access to Client’s Amazon Account and VeriShip, LLC will continue to provide the Service.
    3. For an additional 30 days following the Termination Period, Client will maintain VeriShip, LLC’s access to Client’s Amazon Account so that VeriShip, LLC may complete its billing for the Service.
  10. Updates:
    1. A standard version of this Agreement version 1.0c is posted at https://veriship.com/amazon-service-agreement/ and was last updated on January[Month], 30[Day] 2020, and will be updated from time to time.
    2. The updated terms of the Agreement or Updates (“Updates”) are effective at the time of posting.
    3. Client will be notified of Updates that include any material changes to the terms of the Agreement 30 days prior to their posting.
  11. Notices: Any Notices (“Notices”) required under this Agreement will be provided in the messages feature of the Client Portal and through an email message delivered to the email address for Notices specified in Client’s account settings in the Client Portal.  It is Client’s responsibility to ensure that the email address provided is functioning and receives Notices.
  12. Identification of Relationship: The Parties agree that they may each identify their business relationship to a third party in a one-to-one communication, but neither party will identify their business relationship or use the other’s marks in a one-to-many communication, such as for marketing, without the other’s written authorization.
  13. No Warranties: VeriShip, LLC provides its Service “as is” and makes no warranties regarding the Service and disclaims any and all express or implied warranties of any kind.
  14. Limitation of Liability: VeriShip, LLC will not be liable for damages of any kind, including for business interruption, loss of revenue or profits, loss of information or other assets, related to VeriShip, LLC providing its Service under this Agreement.  VeriShip, LLC will not be responsible for any damages in excess of Client’s payments to VeriShip, LLC received during the 12 months preceding a claim against VeriShip, LLC.  Client agrees that this is the agreed allocation of risk between the Parties.
  15. Indemnity: Client agrees to defend and indemnify VeriShip, LLC from and against any claims, expenses or damages related to VeriShip, LLC providing its Service or Client’s obligations under this Agreement.  However, Client will not be liable for claims, expenses or damages related to any intentional or grossly negligent acts by VeriShip, LLC.
  16. Arbitration: If a dispute occurs between the Parties related to this Agreement, the dispute will be submitted to binding arbitration in the State of Missouri in accordance with the latest Commercial Arbitration Rules of the American Arbitration Association, including covering the selection of a mutually agreeable arbitrator, and that the expenses of arbitration will be shared equally by the Parties.
  17. Governing Law: This Agreement will for all purposes be governed by and interpreted in accordance with the laws of the State of Missouri.  Any legal action by either party related to this Agreement will be commenced in the applicable federal or state court located in Kansas City, Missouri.
  18. Miscellaneous:
    1. This Agreement does not grant either party rights in any intellectual property owned by the other party.
    2. This Agreement constitutes the entire agreement between VeriShip, LLC and Client with respect to VeriShip, LLC providing its Service to Client and supersedes all other communications between the Parties.
    3. VeriShip, LLC may assign all or part of its rights or obligations under this Agreement in connection with the sale of VeriShip, LLC’s equity or assets to a third party.  Client may not assign its rights or obligations under this Agreement without prior written authorization.
    4. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the Parties’ original intent and the remaining parts will remain valid and in full force.
    5. Any failure by VeriShip, LLC to exercise or enforce any of its rights under this Agreement will not constitute a waiver of such rights.
    6. The following sections of this Agreement will survive termination: 8. Payments, 9. Initial Term, Renewal and Termination Period, 13. No Warranties, 14. Limitation of Liability, 15. Indemnity, 16. Arbitration, 17. Governing Law and 18. Miscellaneous.