Become a partner

Draft for attorney review. Bracketed items are placeholders to fill before publishing.

This Partner Agreement (the "Agreement") is a binding contract between [LEGAL ENTITY NAME], an Arizona corporation doing business as ShipPact and 3D Print Farm US, with its principal place of business at 7702 W Villa Theresa Dr, Glendale, Arizona 85308 ("ShipPact," "we," "us," or "our"), and the person or entity that creates a ShipPact account or uses the Services ("Partner," "you," or "your"). BY CHECKING THE BOX INDICATING YOUR ACCEPTANCE, CREATING AN ACCOUNT, OR USING ANY PART OF THE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE LIMITATIONS OF LIABILITY IN ARTICLE 20, THE INDEMNIFICATION OBLIGATIONS IN ARTICLE 21, AND THE BINDING ARBITRATION AND CLASS ACTION WAIVER IN ARTICLE 25. IF YOU DO NOT AGREE, DO NOT CREATE AN ACCOUNT OR USE THE SERVICES.

Article 1. Definitions

Capitalized terms used in this Agreement have the meanings set out below or elsewhere in this Agreement. Words in the singular include the plural and vice versa, "including" means "including without limitation," and headings are for convenience only and do not affect interpretation.

1.1 "Account" means the account created by Partner on the Platform, together with all Users, Store Connections, Products, Goods, Orders, balances and records associated with it.

1.2 "Agreement" means this Partner Agreement, the Fee Schedule, the Prohibited Goods List, the Shipping and Packaging Guidelines, the Inbound Requirements, the Privacy Policy, and any other policy, guideline or rule published by ShipPact on the Platform from time to time, each of which is incorporated by reference, as amended under Article 26.

1.3 "Brand" means a Partner that sends Goods to the Facility for storage and fulfillment, including any manufacturer, distributor, importer or wholesaler, wherever located.

1.4 "Buyer" or "End Customer" means any person or entity that purchases or receives a Product from or through Partner, including through any Sales Channel.

1.5 "Carrier" means any third party that transports Goods or Orders, including the United States Postal Service, UPS, FedEx, DHL, regional carriers, freight forwarders, trucking companies, and couriers.

1.6 "Design Files" or "Print Files" means any digital file, model, drawing, artwork, image, text, logo, specification or instruction provided by or on behalf of Partner for use in producing a Product, including STL, 3MF, OBJ, STEP, G code and image files.

1.7 "Dropship Program" means the program described in Article 11 under which Partner may offer for sale Catalog Products owned by ShipPact or by a participating Brand.

1.8 "Facility" means any warehouse, workshop, storage area or premises operated or used by ShipPact to provide the Services, as designated by ShipPact from time to time.

1.9 "Fees" means all fees, charges, rates, costs, postage, surcharges and expenses payable by Partner under this Agreement, including those set out in the Fee Schedule.

1.10 "Fee Schedule" means the schedule of Fees published on the Platform, as amended from time to time.

1.11 "Goods" means all merchandise, inventory, materials, components, packaging, inserts and other tangible items delivered to the Facility by or on behalf of Partner, or produced by ShipPact for Partner, including printed Products.

1.12 "Order" means a request to fulfill one or more Products to a Buyer, whether imported from a Sales Channel, entered manually, uploaded by file, or submitted through any interface.

1.13 "Platform" means the ShipPact website located at shippact.com and any related domains, portals, applications, application programming interfaces, integrations and software.

1.14 "Prepaid Balance" means the funds deposited by Partner with ShipPact and held as described in Article 13.

1.15 "Print on Demand Services" means the production of Products by additive manufacturing, laser engraving or other methods from Design Files, as described in Article 10.

1.16 "Products" means the items offered for sale by Partner that are fulfilled through the Services, whether produced from Design Files, drawn from Goods, or drawn from Catalog Products.

1.17 "Sales Channel" or "Selling Platform" means any marketplace, storefront or selling platform used by Partner, including Shopify, Etsy, eBay, Amazon, TikTok Shop, and Partner's own websites.

1.18 "Services" means the receiving, storage, inventory management, printing, kitting, picking, packing, labeling, shipping, returns processing, software and related services provided by ShipPact under this Agreement.

1.19 "Store Connection" means any authorization granted by Partner allowing the Platform to access a Sales Channel account on Partner's behalf.

1.20 "User" or "Authorized User" means any individual who accesses the Platform under Partner's Account, including Partner's employees, contractors and agents.

1.21 "Catalog Products" means Goods that a Supplier Partner or ShipPact makes available for resale through the Dropship Program.

1.22 "Connected Store" means a Partner store or seller account on a Selling Platform for which a Store Connection is active.

1.23 "Effective Date" means the date and time Partner first accepts this Agreement, as shown in ShipPact's acceptance record.

1.24 "Print on Demand Goods" means Products produced by ShipPact through the Print on Demand Services in response to an Order.

1.25 "Reseller Partner" means a Partner that lists and sells Catalog Products through its own Connected Stores under the Dropship Program.

1.26 "Stocked Goods" means Goods held in inventory at the Facility and fulfilled from that inventory.

1.27 "Supplier Partner" means a Partner, including a Brand, that makes its Goods available as Catalog Products under the Dropship Program.

Article 2. Acceptance and Eligibility

2.1 Acceptance required before account creation. Partner may not create an Account unless Partner first affirmatively accepts this Agreement by checking the acceptance box presented during registration. Partner acknowledges that the Agreement was made available in full before acceptance, that Partner had the opportunity to read it, save it and print it, and that the acceptance box was not pre checked. ShipPact will record the version accepted, the date and time, the IP address, the browser, and the identity of the individual accepting, and those records shall be conclusive evidence of acceptance absent manifest error.

2.2 Authority. The individual accepting this Agreement represents and warrants that they are at least eighteen (18) years of age, have full legal capacity, and have the authority to bind the business entity on whose behalf they accept. If the individual does not have such authority, the individual personally accepts and is bound by this Agreement.

2.3 Business use only. The Services are offered solely for commercial and business purposes. Partner represents that it is not acting as a consumer and that no consumer protection law intended to protect individuals acting for personal, family or household purposes applies to its use of the Services.

2.4 Accurate information. Partner shall provide true, accurate, current and complete information during registration and at all times thereafter, including legal name, business address, tax identification number, resale certificate where applicable, contact information and payment information, and shall promptly update such information when it changes.

2.5 Verification and refusal. ShipPact may verify any information provided, request additional documents, and refuse, suspend or close any Account at its sole discretion, for any reason or no reason, including if ShipPact cannot verify Partner's identity, if Partner is located in or associated with a sanctioned country or person, or if ShipPact believes the Account presents a legal, financial, reputational or operational risk.

2.6 Sanctions and export control. Partner represents that neither Partner nor any of its owners, officers or Users is listed on, owned or controlled by any person listed on, or located in any country subject to, any sanctions or export restriction administered by the United States, and that Partner will not use the Services in violation of any such law.

Article 3. Services

3.1 Scope. Subject to this Agreement and payment of all Fees, ShipPact will provide the Services that Partner selects on the Platform, which may include one or more of: (a) warehousing and fulfillment of Goods ("Warehouse and Ship"); (b) Print on Demand Services; and (c) the Dropship Program. ShipPact may add, change, suspend or discontinue any Service, feature, Sales Channel integration, Carrier option or Facility at any time, with or without notice.

3.2 No guaranteed timelines. Any processing, production, receiving or shipping time stated on the Platform or elsewhere is an estimate and target only and is not a guarantee, warranty or condition. ShipPact shall have no liability for delays of any kind, including delays that cause Partner to incur late shipment metrics, penalties, suspensions, refunds, chargebacks or lost sales on any Sales Channel.

3.3 Capacity. ShipPact may limit, queue, prioritize or decline Orders, Goods or inbound shipments at its discretion based on available space, labor, equipment, materials or other capacity constraints.

3.4 Subcontractors. ShipPact may use employees, contractors, Carriers, software providers, payment processors and other subcontractors to perform any part of the Services. ShipPact is not responsible for the acts or omissions of Carriers or other third parties not under its direct control.

3.5 Independent contractors. ShipPact and Partner are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, fiduciary, employment or bailment for hire relationship beyond the limited warehouse storage relationship described in Article 8. ShipPact is not the seller, merchant of record, importer of record, exporter of record, manufacturer, distributor or owner of any Product or Goods, and Partner shall not represent otherwise.

3.6 Platform availability. The Platform is provided on an "as available" basis. ShipPact does not guarantee that the Platform, any Store Connection, any integration or any data synchronization will be uninterrupted, timely, accurate or error free.

Article 4. Accounts and Security

4.1 Account Registration. To use the Services, Partner must register for an Account by providing true, accurate, current and complete information, including Partner's full legal business name, any assumed or trade names, business address, a valid email address, a telephone number, and the name of an individual authorized to bind Partner (the "Authorized Representative"). Partner shall promptly, and in any event within five (5) business days, update such information whenever it changes. ShipPact may rely on any information provided by Partner without independent verification and shall have no liability for any loss arising from inaccurate, incomplete or outdated information.

4.2 Authorized Users. Partner may permit its employees, contractors and agents ("Authorized Users") to access the Account, provided that Partner (a) ensures each Authorized User complies with this Agreement, (b) remains fully responsible and liable for every act and omission of each Authorized User as if it were Partner's own act or omission, and (c) promptly removes access for any Authorized User who is no longer authorized. Any action taken through the Account, whether or not actually authorized by Partner, shall be deemed an action of Partner.

4.3 Credentials. Partner is solely responsible for maintaining the confidentiality and security of all usernames, passwords, access tokens and other credentials associated with the Account ("Credentials"). Partner shall not share Credentials outside its Authorized Users and shall use a strong, unique password. ShipPact will never ask Partner to send its password by email, chat or telephone.

4.4 Unauthorized Access. Partner shall notify ShipPact in writing at [SUPPORT EMAIL] immediately, and in no event later than twenty four (24) hours, after becoming aware of any actual or suspected unauthorized access to or use of the Account or Credentials. SHIPPACT SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM ANY UNAUTHORIZED ACCESS TO OR USE OF THE ACCOUNT, INCLUDING ORDERS, INSTRUCTIONS, ADDRESS CHANGES OR RELEASES OF GOODS SUBMITTED THROUGH THE ACCOUNT, WHETHER OR NOT PARTNER HAS PROVIDED SUCH NOTICE.

4.5 Instructions. ShipPact may act upon any order, instruction, ship to address, hold, release, disposal request or other communication received through the Platform, through a Connected Store, or from an email address on file for the Account, and Partner shall be bound by the same. ShipPact is under no obligation to verify the authenticity, accuracy or completeness of any such instruction.

4.6 Verification and Know Your Partner. ShipPact may, at any time before or after account creation, request documents or information to verify Partner's identity, business registration, ownership, tax status, product safety compliance, intellectual property rights or import documentation, and may suspend, limit or refuse Services until such request is satisfied to ShipPact's sole satisfaction.

4.7 One Account. Unless ShipPact agrees otherwise in writing, each legal entity may maintain only one Account. ShipPact may merge, suspend or close duplicate Accounts without notice.

4.8 Communications. Partner consents to receive communications from ShipPact electronically, including by email, Platform notices and dashboard messages, and agrees that all agreements, notices, invoices, disclosures and other communications provided electronically satisfy any legal requirement that such communications be in writing. Notices posted to the Platform or sent to the email address on file are deemed received when posted or sent, whether or not actually read.

Article 5. Partner Obligations, Representations and Warranties

5.1 General Representations. Partner represents and warrants, on the Effective Date and on each date Partner submits an Order, ships Goods to the Facility or otherwise uses the Services, that: (a) Partner is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) Partner has full power and authority to enter into and perform this Agreement; (c) the individual accepting this Agreement is authorized to bind Partner; (d) this Agreement constitutes a legal, valid and binding obligation of Partner; and (e) Partner's performance hereunder does not and will not violate any agreement, law, regulation, order or judgment binding on Partner.

5.2 Title and Right to Ship. Partner represents and warrants that Partner is the lawful owner of, or has the full legal right to store, sell and ship, all Goods delivered to the Facility or produced at Partner's direction, free and clear of any lien, claim, security interest or encumbrance that would interfere with ShipPact's rights under this Agreement, including the Warehouse Lien described in Article 14.

5.3 Product Compliance. Partner represents and warrants that all Goods, Print Files, listings, packaging, labels, inserts and marketing materials: (a) comply with all applicable federal, state, local and foreign laws, regulations and standards, including those administered by the U.S. Consumer Product Safety Commission, the Federal Trade Commission, the Food and Drug Administration, the Department of Transportation, the Environmental Protection Agency, U.S. Customs and Border Protection, and the Arizona Attorney General, and including California Proposition 65 to the extent Goods are sold into California; (b) are accurately described, labeled and marked, including country of origin markings; (c) are safe for their intended and reasonably foreseeable uses; (d) are not subject to any recall, stop sale or safety notice; and (e) are accompanied by any required warnings, certifications, test reports, safety data sheets and instructions.

5.4 Accurate Information. Partner shall provide, and represents and warrants the accuracy of, all product data reasonably requested by ShipPact, including SKUs, descriptions, dimensions, weights, quantities, materials, colors, Harmonized Tariff Schedule classifications, hazard classifications, lithium battery content, declared values, expiration or lot information, and special handling requirements. ShipPact may charge Partner for any additional costs, carrier adjustments, penalties or chargebacks resulting from inaccurate or incomplete information.

5.5 Platform Compliance. Partner is solely responsible for complying with the terms, policies and performance standards of each Selling Platform, including Shopify, Etsy, eBay and Amazon, including handling time, shipping speed, tracking upload, return policy, product listing, customer service and seller performance requirements. ShipPact makes no commitment that its Services will satisfy any Selling Platform's standards, and SHIPPACT SHALL HAVE NO LIABILITY FOR ANY SUSPENSION, PENALTY, FEE, NEGATIVE FEEDBACK, LOSS OF BADGE OR STATUS, DELISTING OR ACCOUNT ACTION TAKEN BY ANY SELLING PLATFORM.

5.6 Customer Relationship. Partner is the seller of record for all Goods sold to End Customers. Partner is solely responsible for all customer service, pricing, payment processing, refunds, chargebacks, warranty claims, product liability claims, consumer protection obligations and communications with End Customers. ShipPact shall not communicate with End Customers except as necessary to perform the Services or as required by law.

5.7 Insurance. Partner shall, at its own expense, maintain throughout the Term and for two (2) years thereafter: (a) commercial general liability insurance, including products and completed operations coverage, with limits of not less than [ONE MILLION DOLLARS ($1,000,000)] per occurrence; and (b) property or inland marine insurance covering the full replacement value of all Goods while in transit to, stored at, or shipped from the Facility. Upon request, Partner shall provide certificates of insurance naming [LEGAL ENTITY NAME] as an additional insured and shall cause its insurers to waive subrogation against ShipPact. PARTNER ACKNOWLEDGES THAT SHIPPACT DOES NOT INSURE PARTNER'S GOODS AND THAT PARTNER'S OWN INSURANCE IS THE SOLE SOURCE OF RECOVERY FOR ANY LOSS OF OR DAMAGE TO GOODS IN EXCESS OF THE LIMITS SET FORTH IN ARTICLE 20.

5.8 Recalls. Partner shall notify ShipPact in writing within twenty four (24) hours of any recall, market withdrawal, safety notice or regulatory inquiry affecting any Goods. ShipPact will use commercially reasonable efforts to quarantine affected Goods upon written instruction, and Partner shall pay all fees and costs associated with any recall, quarantine, relabeling, rework, return to vendor or destruction.

5.9 Cooperation. Partner shall respond within two (2) business days to any reasonable request from ShipPact for information, instructions or decisions necessary to perform the Services. ShipPact shall be excused from performance, and may charge storage and handling fees, for any delay caused by Partner's failure to timely respond.

Article 6. Prohibited and Restricted Goods

6.1 Prohibited Goods. Partner shall not send to the Facility, request production of, or request fulfillment of any of the following ("Prohibited Goods"): (a) firearms, firearm frames or receivers, ammunition, suppressors, magazines, or any part, kit, Print File or component designed or intended to manufacture, convert or complete any of the foregoing, including so called "ghost gun" parts; (b) explosives, fireworks, flammable gases or liquids, oxidizers, poisons, radioactive materials or other hazardous materials regulated under 49 C.F.R. Parts 171 through 180, except as expressly approved by ShipPact in writing; (c) illegal drugs, controlled substances, drug paraphernalia, cannabis, hemp derived THC products, kratom, nicotine or vaping products; (d) prescription drugs, medical devices requiring clearance, or dietary supplements; (e) counterfeit, replica or knockoff goods, or goods that infringe any third party's intellectual property; (f) perishable or temperature controlled goods; (g) live animals or plants; (h) currency, gift cards, precious metals, jewelry or items with a unit value exceeding [FIVE HUNDRED DOLLARS ($500)] unless approved in writing; (i) adult content or sexually explicit goods; (j) goods subject to any recall or stop sale; (k) goods that promote violence, hatred or discrimination; (l) goods whose export, import or sale is restricted or prohibited under U.S. sanctions, export control or customs laws; and (m) any other goods ShipPact designates as prohibited by notice through the Platform.

6.2 Restricted Goods. The following goods may be accepted only with ShipPact's prior written approval and subject to additional fees, documentation and handling requirements ("Restricted Goods"): lithium batteries or goods containing them, aerosols, magnets above shipping thresholds, sharp objects or blades, goods intended for children under twelve (12) years of age (which require a Children's Product Certificate and third party testing), oversized or overweight items, fragile items such as glass, and goods requiring a safety data sheet.

6.3 Discovery of Prohibited Goods. If ShipPact reasonably believes that any goods are Prohibited Goods or unapproved Restricted Goods, ShipPact may, without notice and without liability, refuse receipt, quarantine, return at Partner's expense, dispose of, or surrender such goods to law enforcement or regulatory authorities, and may suspend or terminate the Account. Partner shall pay all associated fees, fines, disposal costs and legal costs, and PARTNER SHALL INDEMNIFY SHIPPACT AGAINST ANY CLAIM, FINE OR PENALTY ARISING FROM PROHIBITED OR RESTRICTED GOODS.

6.4 No Duty to Inspect. ShipPact's acceptance of any goods shall not constitute a representation or acknowledgment that such goods comply with this Article or with applicable law. ShipPact has no obligation to inspect, test, open or verify the contents of any shipment or carton, and Partner remains solely responsible for compliance.

Article 7. Inbound Shipments and Receiving

7.1 Advance Shipment Notice Required. Before shipping any Goods to the Facility, Partner shall create an Advance Shipment Notice ("ASN") through the Platform that lists, for each carton or pallet, the SKU, quantity, carton count, carrier, tracking or bill of lading number, expected arrival date and, for international shipments, the country of origin and importer of record. Each carton shall be labeled with the ShipPact ASN number and a scannable SKU label as specified in the Inbound Requirements published on the Platform, as they may be amended from time to time (the "Inbound Requirements").

7.2 Unannounced Freight. Shipments that arrive without a valid ASN, with an illegible or missing ASN label, or that cannot be reasonably matched to an Account ("Unannounced Freight") may be refused, or accepted and held in an unprocessed state for up to fourteen (14) days while ShipPact attempts to identify the owner. Unannounced Freight is subject to the unidentified freight fee in the Fee Schedule. IF UNANNOUNCED FREIGHT REMAINS UNIDENTIFIED AFTER FOURTEEN (14) DAYS, SHIPPACT MAY DEEM IT ABANDONED AND DISPOSE OF IT IN ACCORDANCE WITH ARTICLE 14 WITHOUT FURTHER NOTICE OR LIABILITY.

7.3 Packaging and Labeling. Partner shall ensure that all inbound Goods are packaged in a manner sufficient to protect them during transit, handling and storage, including stacking under normal warehouse conditions. Pallets shall not exceed [SIXTY (60) INCHES] in height or [ONE THOUSAND FIVE HUNDRED (1,500) POUNDS] in weight, shall contain only one SKU per pallet unless approved, and shall be shrink wrapped and labeled on at least two sides. Cartons shall not exceed [FIFTY (50) POUNDS]. ShipPact may charge non compliance fees for relabeling, repackaging, sorting, palletizing or other work required to bring inbound Goods into compliance.

7.4 Receiving Window. ShipPact will use commercially reasonable efforts to receive and make available for sale compliant inbound shipments within [THREE (3) TO FIVE (5)] business days after delivery to the Facility, but receiving times are estimates only and may be longer during peak periods, holidays, staffing shortages or as a result of non compliant shipments. SHIPPACT SHALL HAVE NO LIABILITY FOR ANY RECEIVING DELAY OR FOR ANY LOST SALES, STOCKOUTS OR SELLING PLATFORM PENALTIES RESULTING THEREFROM.

7.5 Counts and Discrepancies. ShipPact will count inbound Goods at the carton level and, where the Inbound Requirements so provide, at the unit level. ShipPact's count shall be conclusive and binding on Partner unless Partner submits a written discrepancy claim through the Platform within seven (7) days after the receiving record is posted, together with supporting documentation such as packing lists, commercial invoices and supplier counts. ShipPact's receipt of Goods, signature on a delivery receipt or bill of lading, or posting of a receiving record shall not constitute acknowledgment of the condition, quantity or contents of any carton, which shall be deemed received "said to contain" and subject to count.

7.6 Damaged Inbound Goods. ShipPact may refuse delivery of, or accept subject to exception, any shipment that appears damaged, wet, leaking or tampered with. ShipPact will use commercially reasonable efforts to note visible damage on the delivery receipt and to notify Partner, but SHIPPACT HAS NO OBLIGATION TO FILE ANY CLAIM AGAINST AN INBOUND CARRIER AND SHALL HAVE NO LIABILITY FOR LOSS OR DAMAGE OCCURRING BEFORE RECEIPT AT THE FACILITY.

7.7 International Shipments. For Goods shipped to the Facility from outside the United States, Partner shall be, or shall designate a party other than ShipPact to be, the importer of record. All shipments shall be delivered duty paid (DDP) to the Facility. ShipPact shall not act as importer of record, ultimate consignee for customs purposes, customs broker or freight forwarder, and shall not pay or advance any duties, tariffs, taxes, brokerage fees, demurrage, detention or storage charges. ShipPact may refuse any shipment delivered with charges due. Partner shall bear all consequences of any customs hold, examination, seizure, penalty, antidumping or countervailing duty determination, or tariff change.

7.8 Inbound Appointments. Less than truckload and full truckload deliveries require a delivery appointment scheduled at least forty eight (48) hours in advance. Carriers arriving without an appointment may be turned away, and any resulting redelivery, detention or storage charges are Partner's sole responsibility.

Article 8. Storage, Inventory and Risk of Loss

8.1 Storage. ShipPact will store Goods at the Facility in a location and manner determined by ShipPact in its sole discretion, which may include commingling Goods of the same SKU from the same Partner, and moving Goods within the Facility from time to time. ShipPact does not guarantee any particular storage capacity, and may limit inbound volume or require removal of slow moving Goods upon notice.

8.2 Master Inventory Records. ShipPact will maintain an electronic inventory ledger for each Partner reflecting receipts, adjustments, Orders, returns, damages and disposals, which Partner may view through the Platform. The ledger records are provided for convenience and are subject to correction. In the event of any conflict between the ledger and the results of a physical count, the physical count shall control.

8.3 Cycle Counts and Shrinkage. ShipPact may perform periodic cycle counts and may adjust inventory records to reflect the results. Partner acknowledges that a certain degree of inventory variance is inherent in warehouse operations. PARTNER AGREES THAT ANNUAL INVENTORY SHRINKAGE OF UP TO [TWO PERCENT (2%)] OF THE TOTAL UNITS RECEIVED FOR PARTNER IN ANY CALENDAR YEAR IS AN ACCEPTABLE VARIANCE FOR WHICH SHIPPACT SHALL HAVE NO LIABILITY. Any shrinkage in excess of such tolerance shall be subject to the limits set forth in Article 20 and the claims procedure in Article 22.

8.4 Physical Counts on Request. Partner may request a physical count of any SKU, which ShipPact will perform at the hourly labor rate set forth in the Fee Schedule.

8.5 Title and Risk of Loss. Title to all Goods shall remain with Partner at all times. ALL RISK OF LOSS OF, DAMAGE TO, OR DESTRUCTION OF GOODS, FROM ANY CAUSE WHATSOEVER, INCLUDING FIRE, FLOOD, WATER, SMOKE, HEAT, HUMIDITY, THEFT, MYSTERIOUS DISAPPEARANCE, VERMIN, MOLD, ACTS OF GOD, CIVIL UNREST AND ORDINARY NEGLIGENCE, SHALL REMAIN WITH PARTNER AT ALL TIMES, INCLUDING WHILE GOODS ARE IN TRANSIT TO, STORED AT, OR IN TRANSIT FROM THE FACILITY, EXCEPT ONLY AS EXPRESSLY PROVIDED IN ARTICLE 20. Partner acknowledges that ShipPact is not a bailee for hire with insurer's liability and that ShipPact's obligations as a warehouse are limited as set forth in this Agreement, to the fullest extent permitted by Article 7 of the Uniform Commercial Code as enacted in Arizona (A.R.S. Title 47, Chapter 7).

8.6 Environmental Conditions. The Facility is not climate controlled unless otherwise stated in writing. Partner acknowledges that ambient temperatures in Glendale, Arizona routinely exceed one hundred ten degrees Fahrenheit (110°F) during summer months and that certain materials, including PLA, PETG, TPU and other thermoplastics, filaments, adhesives, resins, batteries, candles, cosmetics and packaging, may warp, soften, deform, absorb moisture, discolor or otherwise degrade. SHIPPACT SHALL HAVE NO LIABILITY FOR ANY DETERIORATION OF GOODS RESULTING FROM TEMPERATURE, HUMIDITY, DUST, LIGHT EXPOSURE OR THE INHERENT NATURE OF THE GOODS.

8.7 Long Term Storage. Goods stored for more than one hundred eighty (180) days may be subject to long term storage fees as set forth in the Fee Schedule. ShipPact may require Partner to remove or authorize disposal of Goods that have not sold in three hundred sixty five (365) days.

8.8 Removal. Partner may request removal of Goods from the Facility by submitting a removal order through the Platform, subject to payment of all outstanding fees and the removal fees in the Fee Schedule. ShipPact will use commercially reasonable efforts to process removal orders within ten (10) business days.

Article 9. Order Fulfillment and Shipping

9.1 Order Intake. Orders will be received through Connected Stores, manual entry on the Platform, CSV upload or any API made available by ShipPact. ShipPact is entitled to rely on Order data exactly as received, including product, quantity, personalization text, ship to name and address, and requested shipping method. PARTNER IS SOLELY RESPONSIBLE FOR THE ACCURACY OF ALL ORDER DATA, AND SHIPPACT SHALL HAVE NO LIABILITY FOR ANY ORDER FULFILLED IN ACCORDANCE WITH THE DATA RECEIVED, INCLUDING ORDERS SHIPPED TO AN INCORRECT OR UNDELIVERABLE ADDRESS.

9.2 Cutoff Times and Handling Time. Orders for Stocked Goods received and released before [12:00 P.M. ARIZONA TIME] on a business day will ordinarily be shipped the same business day, and Orders received after the cutoff will ordinarily be shipped the next business day. Print on Demand Orders are subject to the production times described in Article 10. All handling and processing times are targets only and are not guaranteed. Business days exclude Saturdays, Sundays, U.S. federal holidays, and days on which the Facility is closed as announced on the Platform.

9.3 Order Holds and Cancellations. Partner may place an Order on hold or request cancellation through the Platform only while the Order is in "New" status. Once an Order has entered production, picking, packing or label creation, ShipPact will use reasonable efforts to honor a cancellation request but is not obligated to do so, and Partner shall pay all fees, material costs and postage incurred.

9.4 Insufficient Inventory or Information. If an Order cannot be fulfilled due to insufficient inventory, an unmapped SKU, a missing Print File, an invalid address, insufficient Prepaid Balance or any other reason not caused by ShipPact, ShipPact may place the Order on hold and notify Partner through the Platform, and shall have no liability for the resulting delay or cancellation.

9.5 Packaging. ShipPact will pack Orders using standard packaging selected by ShipPact unless Partner has provided custom packaging and packing instructions approved in writing. Custom packaging, inserts, gift notes and branded materials are subject to additional fees. ShipPact does not guarantee that packaging will prevent all damage in transit.

9.6 Carriers and Postage. ShipPact may select the carrier and service level that it reasonably determines best meets the requested shipping method, unless Partner specifies otherwise. Postage will be charged at the rates shown on the Platform at the time of label purchase. CARRIERS ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OF SHIPPACT. ONCE A PACKAGE IS TENDERED TO A CARRIER, SHIPPACT SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY DELAY, LOSS, THEFT, MISDELIVERY OR DAMAGE. Any claim for loss or damage in transit must be pursued against the carrier under the carrier's terms, and ShipPact will provide reasonable cooperation in filing such claims for Partner's benefit, subject to the carrier's acceptance of the claim. Any carrier insurance purchased at Partner's request is provided by the carrier or a third party insurer, not by ShipPact.

9.7 Carrier Adjustments. Partner shall pay any address correction, dimensional weight, residential, delivery area, fuel, peak or other surcharges or adjustments assessed by a carrier after label creation, together with any return to sender charges, even if assessed after the Order has shipped or after termination.

9.8 Tracking. Upon shipment, ShipPact will attempt to transmit tracking information to the applicable Connected Store. Transmission depends on the availability and performance of third party systems, and ShipPact does not guarantee that tracking will be accepted, displayed or transmitted in time to satisfy any Selling Platform requirement. Partner shall monitor its Connected Stores and manually upload tracking where necessary.

9.9 Mis Shipments. If ShipPact ships an incorrect item or incorrect quantity due solely to ShipPact's picking or packing error, ShipPact's sole obligation, and Partner's sole and exclusive remedy, shall be for ShipPact, at its option, to ship the correct item at ShipPact's cost for handling and postage or to credit the applicable fulfillment fee, provided that Partner submits a claim within the claims period set forth in Article 22.

9.10 International Outbound Shipments. To the extent ShipPact agrees to ship Orders outside the United States, Partner shall be the exporter of record and is solely responsible for customs documentation, export control classifications, duties, taxes and compliance with destination country requirements. ShipPact may refuse to ship to any destination at its discretion.

Article 10. Print on Demand Services

10.1 Print Files. For Print on Demand Goods, Partner shall upload or link a Print File for each mapped product or variant, together with the material, color, layer height, infill, finish, orientation and any other specifications required by ShipPact (the "Print Specifications"). Partner represents and warrants that it owns or has a valid license to use each Print File for commercial manufacturing and sale, and that each Print File and the resulting Goods do not infringe or misappropriate any patent, copyright, trademark, trade dress, design right, right of publicity or other right of any third party.

10.2 First Article Approval. Before a new Print on Demand product is released for production, ShipPact may produce a first article sample and provide photographs or, at Partner's expense, ship the physical sample to Partner. Partner shall approve or reject the first article through the Platform. PARTNER'S APPROVAL OF A FIRST ARTICLE, OR PARTNER'S RELEASE OF ORDERS FOR PRODUCTION WITHOUT REQUESTING A FIRST ARTICLE, CONSTITUTES PARTNER'S CONCLUSIVE ACCEPTANCE THAT GOODS PRODUCED SUBSTANTIALLY IN CONFORMITY WITH THAT FIRST ARTICLE OR THE PRINT SPECIFICATIONS ARE ACCEPTABLE.

10.3 Nature of Additive Manufacturing. Partner acknowledges that fused filament fabrication, resin printing and other additive manufacturing processes inherently produce variations, including visible layer lines, stringing, minor surface blemishes, seam lines, support marks, slight dimensional tolerances of up to plus or minus [0.5 MM] or [ONE PERCENT (1%)], whichever is greater, color variation between filament lots and manufacturers, and variation in strength or flexibility. Such variations are not defects. ShipPact does not warrant that Goods will be fit for any structural, load bearing, food contact, medical, safety critical, automotive, aerospace or child use application, and PARTNER SHALL NOT MARKET ANY PRINT ON DEMAND GOODS FOR SUCH APPLICATIONS WITHOUT SHIPPACT'S PRIOR WRITTEN CONSENT AND PARTNER'S OWN INDEPENDENT TESTING AND CERTIFICATION.

10.4 Production Times. Print on Demand Orders will ordinarily ship within [TWO (2) TO FIVE (5)] business days after release, depending on print time, quantity, complexity and production queue. Production times are estimates only and are not guaranteed. ShipPact may prioritize, batch or schedule production in its sole discretion.

10.5 Failed Prints and Reprints. If a print fails during production, ShipPact will reprint at no additional charge to Partner, and such reprint shall not constitute a breach of any handling time. If a finished Good is found by ShipPact before shipment to materially deviate from the approved first article, ShipPact will reprint it. Partner's sole remedy for any nonconforming Print on Demand Good that reaches an End Customer is reprint and reshipment of the affected unit, or a credit of the production fee for that unit, at ShipPact's option, subject to Article 22.

10.6 Personalization. For Orders that include personalization text, names, images or other custom content, ShipPact will reproduce the content exactly as received in the Order data. ShipPact does not proofread, correct spelling, verify fonts or review personalization content. SHIPPACT SHALL HAVE NO LIABILITY FOR ANY ERROR, MISSPELLING OR OBJECTIONABLE CONTENT IN PERSONALIZATION SUPPLIED BY PARTNER OR AN END CUSTOMER. ShipPact may refuse to produce any personalization it considers unlawful, infringing, obscene, hateful or otherwise objectionable.

10.7 Materials. ShipPact may substitute filament or materials of equal or comparable grade, brand or supplier without notice, provided the color and material type remain substantially as specified. Partner supplied materials, including filament, inserts, hardware and packaging, are accepted at Partner's risk and are subject to the storage terms of Article 8.

10.8 Print File License. Partner grants ShipPact a non exclusive, royalty free, worldwide license during the Term to copy, store, slice, modify for printability, and use each Print File solely to produce Goods for Partner. ShipPact will not sell Goods produced from Partner's Print Files to any person other than Partner or Partner's End Customers. ShipPact may retain copies of Print Files for a reasonable period after termination for record keeping and dispute resolution, after which they will be deleted in the ordinary course.

10.9 Machine Time and Material Charges. Print on Demand fees are calculated using the grams of material, machine time, post processing and handling set forth on the Platform or Fee Schedule. ShipPact's slicer estimates and production records are conclusive for billing purposes absent manifest error.

Article 11. Dropship Program

11.1 Program Description. Under the Dropship Program, a Supplier Partner may make Goods held at the Facility available for listing and resale by one or more Reseller Partners, and ShipPact will fulfill Orders placed through a Reseller Partner's Connected Store using the Supplier Partner's inventory. Participation by any Partner in the Dropship Program is optional, may be subject to additional terms posted on the Platform, and may be suspended by ShipPact at any time.

11.2 Supplier Partner Obligations. A Supplier Partner who lists Goods in the Dropship catalog represents and warrants that it has the right to authorize resale of such Goods, that the catalog data, images, descriptions and wholesale prices it provides are accurate, and that it will maintain sufficient inventory to fulfill accepted Orders. The Supplier Partner remains the owner of all such Goods until shipped to the End Customer and retains all risk of loss as provided in Article 8.

11.3 Reseller Partner Obligations. A Reseller Partner shall list Dropship Goods only on its own Connected Stores, shall not materially alter product descriptions in a manner that is false or misleading, shall comply with any minimum advertised price or listing rules communicated by the Supplier Partner, and shall be the seller of record to the End Customer. The Reseller Partner is solely responsible for its listings, pricing, customer service, sales tax collection and returns to its End Customers.

11.4 Blind Shipping. Dropship Orders will be shipped in neutral or Reseller Partner branded packaging without the Supplier Partner's pricing, invoices or marketing materials, unless otherwise agreed. ShipPact does not guarantee that the Supplier Partner's identity will never be disclosed through product markings, packaging, labels or carrier information.

11.5 Stock Synchronization. ShipPact will attempt to synchronize available quantities to Reseller Partners' Connected Stores, but synchronization may be delayed, interrupted or inaccurate. SHIPPACT SHALL HAVE NO LIABILITY FOR ANY OVERSELLING, BACKORDER OR CANCELLATION RESULTING FROM INVENTORY SYNCHRONIZATION DELAYS OR ERRORS. Orders exceeding available inventory will be held or cancelled at ShipPact's discretion.

11.6 Wholesale Payments. For each Dropship Order, the Reseller Partner authorizes ShipPact to debit its Prepaid Balance for the Supplier Partner's wholesale price plus applicable ShipPact fees and postage. ShipPact will credit the wholesale price, less any Dropship program fee, to the Supplier Partner's account on the payout schedule posted on the Platform. ShipPact acts solely as a limited payment collection agent of the Supplier Partner for this purpose, and payment to ShipPact by the Reseller Partner shall satisfy the Reseller Partner's obligation to the Supplier Partner. ShipPact may withhold or offset payouts for chargebacks, returns, disputed Orders, unpaid fees or suspected fraud.

11.7 Resale Certificates. Each Reseller Partner shall provide a valid resale certificate or exemption documentation acceptable to ShipPact for each jurisdiction where required. Absent valid documentation, ShipPact may collect and remit applicable taxes as described in Article 15.

11.8 No Partnership Between Partners. Nothing in the Dropship Program creates any partnership, joint venture, franchise or agency relationship between ShipPact and any Partner or between Partners. ShipPact does not guarantee any sales volume, does not endorse any Partner, and is not responsible for any dispute between a Supplier Partner and a Reseller Partner.

Article 12. Returns

12.1 Return Authorization. All returns to the Facility, whether from End Customers or otherwise, must be associated with a Return Merchandise Authorization ("RMA") created by Partner through the Platform before the return arrives. Each return package must display the RMA number on the shipping label or packaging.

12.2 Returns Without RMA. Returns that arrive without a valid RMA, or that cannot be reasonably matched to an Account, will be held for up to thirty (30) days while ShipPact attempts to identify the owner, and are subject to the unidentified return fee in the Fee Schedule. RETURNS NOT IDENTIFIED WITHIN THIRTY (30) DAYS MAY BE DEEMED ABANDONED AND DISPOSED OF WITHOUT NOTICE OR LIABILITY.

12.3 Return Processing. ShipPact will inspect returned Goods visually and, in accordance with Partner's standing return instructions on the Platform, either restock them as sellable, place them in a damaged or quarantine location, return them to Partner at Partner's expense, or dispose of them. ShipPact's determination of the condition of returned Goods shall be final. ShipPact does not test the functionality of returned Goods.

12.4 Refunds to End Customers. ShipPact does not issue refunds, exchanges or credits to End Customers. Partner is solely responsible for determining and issuing any refund through its Selling Platform.

12.5 Return Shipping. Partner is responsible for all return postage, whether by prepaid return labels purchased through ShipPact or otherwise, and for any return fees set forth in the Fee Schedule.

Article 13. Fees, Prepaid Balance and Payment

13.1 Fees. Partner shall pay all fees for the Services as set forth in the Fee Schedule published on the Platform, as amended from time to time, together with postage, materials, carrier surcharges, pass through costs and any other charges incurred on Partner's behalf (collectively, "Fees"). Fees include, without limitation, receiving fees, storage fees, long term storage fees, per order fees, per item fees, packaging fees, material and machine time fees, kitting and special project fees, return processing fees, removal and disposal fees, non compliance fees, labor fees, account maintenance fees and minimum monthly fees, if any.

13.2 Prepaid Balance. Unless otherwise agreed in writing, Partner shall maintain a positive prepaid balance in its Account (the "Prepaid Balance") sufficient to cover anticipated Fees. Partner authorizes ShipPact to deduct Fees from the Prepaid Balance as they are incurred. ShipPact may require a minimum Prepaid Balance as a condition of releasing Orders, and SHIPPACT MAY PLACE ALL ORDERS ON HOLD, WITHOUT LIABILITY, WHILE THE PREPAID BALANCE IS BELOW THE REQUIRED MINIMUM.

13.3 Payment Method and Auto Recharge. Partner shall keep a valid payment method on file with ShipPact's third party payment processor and authorizes ShipPact to charge such payment method to replenish the Prepaid Balance automatically when it falls below the threshold selected by Partner or set by ShipPact, and to charge any amounts past due. ShipPact does not store full payment card numbers. Partner's use of the payment processor is subject to the processor's own terms.

13.4 Invoices. Where ShipPact invoices Partner instead of drawing on the Prepaid Balance, invoices are due upon receipt unless otherwise stated. Partner must dispute any invoice or charge in writing, with reasonable detail, within fifteen (15) days after the invoice date or the date the charge appears in the Platform, failing which the charge shall be deemed final and accepted. Partner shall pay all undisputed amounts when due.

13.5 Late Payment. Past due amounts accrue interest at the lesser of one and one half percent (1.5%) per month or the maximum rate permitted by law, from the due date until paid. Partner shall reimburse ShipPact for all costs of collection, including reasonable attorneys' fees and collection agency fees. ShipPact may suspend all Services, including the release of Goods, until all past due amounts are paid in full.

13.6 Chargebacks. If Partner initiates a chargeback or payment reversal for any amount that is properly due under this Agreement, Partner shall pay the disputed amount plus a chargeback fee as set forth in the Fee Schedule, and ShipPact may immediately suspend the Account.

13.7 Fee Changes. ShipPact may change the Fee Schedule upon thirty (30) days' notice posted on the Platform or sent by email, except that changes in postage, carrier surcharges, tariffs, taxes, materials costs or other third party pass through costs may take effect immediately. Partner's continued use of the Services after the effective date of any change constitutes acceptance of the revised Fees.

13.8 Setoff. ShipPact may set off any amounts owed by Partner against any amounts owed by ShipPact to Partner, including Dropship payouts, credits and refunds of Prepaid Balance.

13.9 Refund of Prepaid Balance. Upon termination, and after deduction of all Fees, outstanding charges, and a reserve reasonably estimated to cover carrier adjustments, chargebacks and returns for ninety (90) days, ShipPact will refund the remaining Prepaid Balance to Partner's original payment method. Promotional credits have no cash value and are not refundable.

Article 14. Warehouse Lien and Abandoned Goods

14.1 Warehouse Lien. PARTNER GRANTS SHIPPACT, AND SHIPPACT SHALL HAVE, A GENERAL WAREHOUSE LIEN ON ALL GOODS, PRINT FILE OUTPUTS, MATERIALS AND OTHER PROPERTY OF PARTNER IN SHIPPACT'S POSSESSION OR CONTROL, WHEREVER LOCATED, FOR ALL FEES, CHARGES, ADVANCES, EXPENSES AND OTHER AMOUNTS OWED BY PARTNER TO SHIPPACT, WHETHER UNDER THIS AGREEMENT OR OTHERWISE, AND WHETHER RELATING TO THE GOODS IN POSSESSION OR TO OTHER GOODS PREVIOUSLY STORED OR SHIPPED. This lien is in addition to any lien available to ShipPact under A.R.S. Section 47-7209 or other applicable law.

14.2 Security Interest. To the extent the foregoing lien is not enforceable as a warehouse lien, Partner grants ShipPact a security interest in such property to secure Partner's obligations, and authorizes ShipPact to file any financing statement necessary to perfect such interest.

14.3 Enforcement. If any amount remains unpaid for thirty (30) days after its due date, ShipPact may, upon written notice to Partner as required by law, refuse to release Goods and may sell the Goods at public or private sale, or otherwise dispose of them, in accordance with A.R.S. Section 47-7210, and apply the proceeds to the amounts owed and the costs of sale. Partner remains liable for any deficiency.

14.4 Abandoned Goods. Goods shall be deemed abandoned ("Abandoned Goods") if (a) Partner's Account has been terminated or closed and Partner has not removed the Goods within thirty (30) days thereafter, (b) Partner has failed to respond to two (2) or more written notices from ShipPact over a period of ninety (90) days, (c) all amounts owed remain unpaid for ninety (90) days, or (d) the Goods are Unannounced Freight or unidentified returns as provided in Articles 7 and 12. SHIPPACT MAY SELL, DONATE, RECYCLE, DESTROY OR OTHERWISE DISPOSE OF ABANDONED GOODS, IN ITS SOLE DISCRETION AND WITHOUT LIABILITY, AFTER PROVIDING ANY NOTICE REQUIRED BY APPLICABLE LAW TO THE EMAIL ADDRESS ON FILE. Partner shall pay all costs of disposal, and ShipPact may retain any proceeds up to the amounts owed.

14.5 Waiver. To the fullest extent permitted by law, Partner waives any claim against ShipPact arising from the sale or disposal of Goods in accordance with this Article, and any right to notice beyond that expressly required by law.

Article 15. Taxes

15.1 Partner Taxes. Partner is solely responsible for determining, collecting, reporting and remitting all sales, use, value added, goods and services, excise, gross receipts, income and other taxes, duties and tariffs arising from Partner's sale of Goods to End Customers or from the import of Goods, including any obligations arising under marketplace facilitator laws in any jurisdiction.

15.2 Taxes on Services. Fees are exclusive of all taxes. Partner shall pay any sales, use, transaction privilege or similar taxes imposed on the Services or on materials furnished by ShipPact, including Arizona transaction privilege tax where applicable, unless Partner provides a valid exemption or resale certificate acceptable to ShipPact.

15.3 Inventory Location and Nexus. Partner acknowledges that storing Goods at the Facility in Arizona may create physical presence nexus for tax purposes in Arizona, and that Partner is solely responsible for any registration, filing or tax obligations that result. ShipPact will provide, upon request, a statement of the address of the Facility and the quantity of Goods stored there.

15.4 Withholding and Reporting. ShipPact may collect tax identification information from Partner and may issue any information returns, including IRS Forms 1099, required with respect to payouts to Supplier Partners. Partner shall indemnify ShipPact for any taxes, interest and penalties assessed against ShipPact that are properly the responsibility of Partner.

Article 16. Intellectual Property

16.1 Partner Materials. As between the parties, Partner retains all right, title and interest in and to its trademarks, logos, product designs, Print Files, listings, images and other materials provided to ShipPact ("Partner Materials"). Partner grants ShipPact a non exclusive, royalty free, worldwide license during the Term to use, reproduce and display Partner Materials solely as necessary to perform the Services, including printing packing slips, labels and inserts bearing Partner's branding.

16.2 ShipPact Materials. ShipPact and its licensors retain all right, title and interest in and to the Platform, the ShipPact and 3D Print Farm US names and logos, all software, code, workflows, data models, documentation, reports, analytics, and all improvements, modifications and derivative works thereof ("ShipPact Materials"). Subject to Partner's compliance with this Agreement, ShipPact grants Partner a limited, revocable, non exclusive, non transferable, non sublicensable right during the Term to access and use the Platform solely for Partner's internal business purposes in connection with the Services. No other rights are granted by implication, estoppel or otherwise.

16.3 Restrictions. Partner shall not, and shall not permit any third party to: (a) copy, modify, translate or create derivative works of the Platform; (b) reverse engineer, decompile, disassemble or attempt to discover the source code of the Platform; (c) access the Platform to build a competing product or service; (d) use any robot, scraper or automated means to access the Platform except through APIs made available by ShipPact; (e) interfere with or disrupt the integrity or performance of the Platform; (f) attempt to gain unauthorized access to the Platform, other Accounts or related systems; (g) rent, lease, resell or provide the Platform to third parties; or (h) remove any proprietary notices.

16.4 Feedback. If Partner provides any suggestions, ideas, enhancement requests or other feedback regarding the Services ("Feedback"), ShipPact may use and exploit such Feedback without restriction, attribution or compensation, and Partner hereby assigns to ShipPact all right, title and interest in such Feedback.

16.5 Infringement Notices. ShipPact respects intellectual property rights and will respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act, 17 U.S.C. Section 512, or that otherwise provide sufficient detail for ShipPact to identify the material and the right claimed. Notices should be sent to ShipPact's designated agent at [DMCA AGENT NAME, ADDRESS AND EMAIL]. Upon receipt of a notice concerning any Print File or Goods, ShipPact may, without liability, suspend production or fulfillment of the affected products, quarantine affected Goods, notify Partner, and, where Partner submits a valid counter notice, resume Services in accordance with applicable law. SHIPPACT MAY TERMINATE THE ACCOUNTS OF PARTNERS WHO ARE REPEAT INFRINGERS, IN ITS SOLE DISCRETION.

16.6 Aggregated Data. ShipPact may collect, compile and analyze data regarding use of the Services, and may use such data in de identified and aggregated form that does not identify Partner or any End Customer for any lawful purpose, including improving the Services, benchmarking and developing new products.

Article 17. Data, Privacy and Platform Connections

17.1 Authorization to Connect. By connecting a Selling Platform account to the Platform, Partner authorizes ShipPact, and instructs the applicable Selling Platform, to grant ShipPact access to Partner's store data through the Selling Platform's official authorization process, including products, variants, inventory levels, orders, order line items, End Customer names, shipping addresses, email addresses and telephone numbers, and to write fulfillment, tracking and inventory information back to such store. Partner represents and warrants that it has the authority to grant such access.

17.2 Scope of Use. ShipPact will access and use data obtained from Connected Stores ("Store Data") solely to perform the Services, to provide support, to comply with law and to enforce this Agreement. ShipPact will not sell Store Data, will not use End Customer data to market to End Customers, and will comply with the data use requirements of each applicable Selling Platform, including the Shopify API License and Terms of Use, the Etsy API Terms of Use, and the eBay API License Agreement.

17.3 Roles. With respect to personal information of End Customers, Partner is the business or controller and ShipPact acts as Partner's service provider or processor. Partner is responsible for providing all notices and obtaining all consents required for ShipPact to process End Customer personal information for the Services, including disclosing in Partner's privacy policy that orders are fulfilled by third party logistics providers.

17.4 Security. ShipPact will implement commercially reasonable administrative, technical and physical safeguards designed to protect Store Data, including encryption of access tokens at rest. However, NO METHOD OF TRANSMISSION OR STORAGE IS COMPLETELY SECURE, AND SHIPPACT DOES NOT WARRANT THAT STORE DATA WILL BE FREE FROM UNAUTHORIZED ACCESS, LOSS OR CORRUPTION. ShipPact will notify Partner without undue delay after confirming a security incident that results in unauthorized access to Partner's Store Data, as required by applicable law.

17.5 Retention and Deletion. ShipPact will retain Store Data for as long as necessary to perform the Services and for a reasonable period thereafter for record keeping, tax, accounting, dispute resolution and legal compliance. ShipPact will honor customer data request, customer redaction and shop redaction requests received from Selling Platforms within the time periods those platforms require. Partner may disconnect a Connected Store at any time through the Platform, which will revoke ShipPact's further access but will not delete previously obtained Store Data required for the foregoing purposes.

17.6 Third Party Platform Availability. The Connected Store integrations depend on application programming interfaces, authorization systems and policies controlled by third parties, which may change, be rate limited, become unavailable or be discontinued at any time. SHIPPACT SHALL HAVE NO LIABILITY FOR ANY FAILURE, DELAY, DUPLICATION OR ERROR IN ORDER IMPORT, INVENTORY SYNCHRONIZATION OR TRACKING TRANSMISSION CAUSED BY ANY SELLING PLATFORM OR OTHER THIRD PARTY SYSTEM, and ShipPact may modify or discontinue any integration upon notice.

17.7 Privacy Policy. ShipPact's collection and use of personal information about Partner and its Authorized Users is described in the ShipPact Privacy Policy available at [https://shippact.com/privacy], which is incorporated by reference.

Article 18. Confidentiality

18.1 Definition. "Confidential Information" means any non public information disclosed by one party (the "Discloser") to the other party (the "Recipient") that is marked or identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including pricing, Fee Schedules negotiated specifically for Partner, sales volumes, supplier identities, Print Files, product roadmaps, and the non public features and performance of the Platform.

18.2 Exclusions. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Recipient, (b) was known to the Recipient without restriction before disclosure, (c) is independently developed by the Recipient without use of the Discloser's Confidential Information, or (d) is rightfully received from a third party without a duty of confidentiality.

18.3 Obligations. The Recipient shall use the Discloser's Confidential Information only to exercise its rights and perform its obligations under this Agreement, shall disclose it only to its employees, contractors and advisors who need to know it and are bound by confidentiality obligations at least as protective as these, and shall protect it with at least reasonable care.

18.4 Compelled Disclosure. The Recipient may disclose Confidential Information to the extent required by law, subpoena or court order, provided that, where legally permitted, it gives the Discloser prompt notice and reasonable cooperation so the Discloser may seek a protective order.

18.5 Duration. The obligations in this Article continue during the Term and for two (2) years thereafter, except that obligations regarding trade secrets continue for as long as the information remains a trade secret under applicable law.

Article 19. Disclaimers

19.1 AS IS. THE PLATFORM AND THE SERVICES ARE PROVIDED "AS IS," "AS AVAILABLE" AND "WITH ALL FAULTS." TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SHIPPACT, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS AND SUPPLIERS (COLLECTIVELY, THE "SHIPPACT PARTIES") EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON INFRINGEMENT, QUIET ENJOYMENT, ACCURACY AND WORKMANLIKE PERFORMANCE.

19.2 No Guarantee of Results. THE SHIPPACT PARTIES DO NOT WARRANT THAT THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; THAT ANY HANDLING TIME, PRODUCTION TIME, RECEIVING TIME OR DELIVERY DATE WILL BE MET; THAT INVENTORY RECORDS, REPORTS OR BILLING ESTIMATES WILL BE ACCURATE OR COMPLETE; THAT ANY INTEGRATION WITH ANY SELLING PLATFORM WILL FUNCTION; OR THAT THE SERVICES WILL MEET PARTNER'S REQUIREMENTS OR RESULT IN ANY LEVEL OF SALES, PROFIT OR SELLER PERFORMANCE.

19.3 Goods. SHIPPACT MAKES NO WARRANTY OF ANY KIND REGARDING ANY GOODS, INCLUDING PRINT ON DEMAND GOODS PRODUCED BY SHIPPACT TO PARTNER'S SPECIFICATIONS, AND ALL SUCH GOODS ARE PRODUCED AND DELIVERED AS PARTNER'S PRODUCTS UNDER PARTNER'S SOLE RESPONSIBILITY. PARTNER, AND NOT SHIPPACT, IS THE MANUFACTURER OF RECORD, SELLER AND WARRANTOR OF ALL GOODS FOR ALL PURPOSES, INCLUDING PRODUCT LIABILITY.

19.4 Third Parties. THE SHIPPACT PARTIES ARE NOT RESPONSIBLE FOR THE ACTS, OMISSIONS, SERVICES, SYSTEMS OR POLICIES OF ANY CARRIER, SELLING PLATFORM, PAYMENT PROCESSOR, HOSTING PROVIDER, SUPPLIER, OTHER PARTNER OR OTHER THIRD PARTY.

19.5 Applicability. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to Partner, in which case such warranties are limited to the minimum scope and duration permitted by law.

Article 20. Limitation of Liability

20.1 Exclusion of Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY SHIPPACT PARTY BE LIABLE TO PARTNER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SALES, BUSINESS, GOODWILL, OPPORTUNITY, DATA OR SELLING PLATFORM STATUS, OR FOR THE COST OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY CHARGEBACKS, REFUNDS, CUSTOMER CREDITS OR PLATFORM FEES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, THE SERVICES OR THE GOODS, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BAILMENT, STATUTE OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20.2 Per Unit Limit for Goods. WITHOUT LIMITING SECTION 20.1, ANY LIABILITY OF THE SHIPPACT PARTIES FOR LOSS OF, DAMAGE TO, OR DESTRUCTION OF GOODS, FROM ANY CAUSE WHATSOEVER, SHALL NOT EXCEED THE LESSER OF (A) PARTNER'S ACTUAL DOCUMENTED LANDED COST OF THE AFFECTED UNITS (EXCLUDING ANY RETAIL PRICE, MARKUP OR PROFIT), (B) [FIFTY CENTS ($0.50)] PER UNIT, OR (C) [TWENTY FIVE DOLLARS ($25.00)] PER PALLET, AND SHALL BE FURTHER REDUCED BY THE SHRINKAGE TOLERANCE IN SECTION 8.3. Partner acknowledges that the Fees are based on these limits, that ShipPact's warehouse rates are not intended to cover the value of Goods, and that Partner may obtain its own insurance as required by Section 5.7. Partner may request in writing a higher declared value for specific Goods, which ShipPact may accept or decline, and which if accepted will be subject to an additional charge stated in writing. This Section is intended as a limitation of the warehouse's liability under A.R.S. Section 47-7204.

20.3 Aggregate Cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF THE SHIPPACT PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, THE SERVICES AND THE GOODS, FOR ALL CLAIMS OF ANY KIND IN THE AGGREGATE, SHALL NOT EXCEED THE LESSER OF (A) THE FEES (EXCLUDING POSTAGE, MATERIALS AND PASS THROUGH COSTS) ACTUALLY PAID BY PARTNER TO SHIPPACT FOR THE SPECIFIC ORDER OR SERVICE GIVING RISE TO THE CLAIM, OR, IF THE CLAIM DOES NOT RELATE TO A SPECIFIC ORDER OR SERVICE, THE FEES SO PAID DURING THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) [ONE HUNDRED DOLLARS ($100.00)].

20.4 Basis of the Bargain. Partner acknowledges and agrees that the disclaimers and limitations of liability in Articles 19 and 20 are an essential basis of the bargain between the parties, that ShipPact would not provide the Services at the Fees charged without them, and that they shall apply even if any limited remedy fails of its essential purpose.

20.5 Exceptions. Nothing in this Agreement limits liability that cannot be limited under applicable law, including liability for fraud or for death or bodily injury caused by a party's gross negligence or willful misconduct.

Article 21. Indemnification

21.1 Partner Indemnity. PARTNER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE SHIPPACT PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, PROCEEDINGS, INVESTIGATIONS, LOSSES, DAMAGES, LIABILITIES, JUDGMENTS, SETTLEMENTS, FINES, PENALTIES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' AND EXPERTS' FEES (COLLECTIVELY, "LOSSES"), ARISING OUT OF OR RELATING TO: (a) any Goods, including any actual or alleged defect, injury, death, property damage, recall, or failure to comply with law, whether or not such Goods were produced by ShipPact from Partner's Print Files; (b) any actual or alleged infringement, misappropriation or violation of any intellectual property or other right by any Goods, Print File, Partner Material or listing; (c) Partner's sale of Goods, including any claim by an End Customer, Selling Platform, Reseller Partner, Supplier Partner or governmental authority; (d) any taxes, duties, tariffs or customs obligations for which Partner is responsible; (e) any Prohibited Goods or Restricted Goods; (f) any inaccurate information or instructions provided by or through Partner or its Account; (g) Partner's breach of any representation, warranty or obligation under this Agreement; (h) Partner's violation of any law or any Selling Platform's terms; and (i) the negligence or willful misconduct of Partner or its Authorized Users, suppliers, carriers or agents.

21.2 Procedure. ShipPact will give Partner reasonably prompt notice of any claim for which it seeks indemnification, provided that delay in notice shall relieve Partner of its obligations only to the extent Partner is materially prejudiced. ShipPact may participate in the defense with counsel of its choosing at its own expense, and may assume control of the defense at Partner's expense if Partner fails to diligently defend. Partner shall not settle any claim in a manner that imposes any obligation or admission on any ShipPact Party without ShipPact's prior written consent.

21.3 Survival. Partner's obligations under this Article survive termination of this Agreement indefinitely.

Article 22. Claims Procedure

22.1 Time Limits. ANY CLAIM AGAINST SHIPPACT FOR LOSS, DAMAGE, SHORTAGE, MIS SHIPMENT, NONCONFORMING PRINT, BILLING ERROR OR OTHER FAILURE OF THE SERVICES MUST BE SUBMITTED THROUGH THE PLATFORM CLAIMS FORM WITHIN SEVEN (7) DAYS AFTER THE DATE PARTNER KNEW OR REASONABLY SHOULD HAVE KNOWN OF THE EVENT GIVING RISE TO THE CLAIM, AND IN NO EVENT LATER THAN SIXTY (60) DAYS AFTER THE DATE OF SHIPMENT OR, FOR STORED GOODS, AFTER THE DATE OF THE INVENTORY RECORD AT ISSUE. Claims relating to inbound counts are governed by Section 7.5 and billing disputes by Section 13.4.

22.2 Required Information. Each claim must include the Order or ASN number, the SKUs and quantities affected, a description of the issue, photographs where applicable, and documentation of Partner's landed cost. ShipPact may request additional information and may require the return of allegedly nonconforming Goods for inspection.

22.3 Resolution. ShipPact will review each timely and complete claim in good faith and notify Partner of its determination within thirty (30) days. Approved claims will be paid solely by credit to Partner's Prepaid Balance, subject to the limits in Article 20, and not in cash.

22.4 Waiver and Limitations Period. CLAIMS NOT SUBMITTED IN ACCORDANCE WITH THIS ARTICLE ARE IRREVOCABLY WAIVED. ANY LEGAL ACTION OR ARBITRATION ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM AROSE OR BE FOREVER BARRED, TO THE EXTENT PERMITTED BY LAW.

22.5 Carrier Claims. Claims for loss or damage occurring after tender to a carrier are not claims against ShipPact and must be pursued as provided in Section 9.6.

Article 23. Term, Suspension and Termination

23.1 Term. This Agreement begins on the Effective Date and continues until terminated as provided in this Article (the "Term").

23.2 Termination for Convenience. Either party may terminate this Agreement for any reason or no reason upon thirty (30) days' written notice to the other party, given by Partner through the Platform or to [SUPPORT EMAIL], and by ShipPact through the Platform or to the email address on file.

23.3 Termination for Cause. ShipPact may suspend or terminate this Agreement, the Account or any Service immediately, with or without notice, if: (a) Partner breaches this Agreement; (b) any amount owed is past due; (c) ShipPact reasonably suspects fraud, illegal activity, Prohibited Goods, infringement or a safety risk; (d) Partner becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to any bankruptcy, receivership or similar proceeding; (e) a Selling Platform, carrier, payment processor or governmental authority requires it; or (f) continuing to serve Partner would, in ShipPact's reasonable judgment, expose ShipPact to legal, financial or reputational harm.

23.4 Suspension. During any suspension, ShipPact may hold all Orders and Goods, and Fees, including storage fees, continue to accrue. ShipPact shall have no liability for any loss resulting from a suspension made in good faith.

23.5 Effect of Termination. Upon termination: (a) all Fees and other amounts owed become immediately due; (b) ShipPact will complete or cancel Orders in progress at its discretion; (c) Partner shall submit a removal order for all Goods within thirty (30) days and pay all removal, storage and handling Fees, failing which the Goods shall be Abandoned Goods under Article 14; (d) ShipPact will revoke access to Connected Stores; (e) Partner's access to the Platform will end, except that ShipPact will make an export of Partner's inventory and order history available for thirty (30) days upon request; and (f) any Prepaid Balance will be handled as set forth in Section 13.9.

23.6 Survival. Articles 5, 8, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 25, 26 and 27, and any other provisions that by their nature should survive, survive termination.

Article 24. Force Majeure

24.1 Excused Performance. ShipPact shall not be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, extreme heat, monsoon, dust storms, flood, fire, earthquake, epidemic or pandemic, quarantine, war, terrorism, civil unrest, labor disputes or shortages, strikes at carriers or ports, carrier embargoes or capacity limits, utility or internet outages, power failures, failures of hosting providers or Selling Platforms, cyberattacks, equipment or printer breakdowns, material or filament shortages, tariff changes, governmental actions or orders, and changes in law (each, a "Force Majeure Event").

24.2 Allocation. During a Force Majeure Event, ShipPact may allocate its available capacity among its customers, including its own products, in any manner it reasonably considers fair. Fees for storage continue to accrue during a Force Majeure Event. If a Force Majeure Event prevents ShipPact from performing for more than sixty (60) days, either party may terminate this Agreement upon written notice.

Article 25. Dispute Resolution, Arbitration and Class Action Waiver

PLEASE READ THIS ARTICLE CAREFULLY. IT REQUIRES THE PARTIES TO RESOLVE DISPUTES BY BINDING INDIVIDUAL ARBITRATION, WAIVES THE RIGHT TO A JURY TRIAL, AND WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

25.1 Informal Resolution. Before commencing any arbitration or legal proceeding, a party shall send the other a written notice of dispute describing the nature and basis of the claim and the relief sought. The parties shall attempt in good faith to resolve the dispute informally for at least thirty (30) days after the notice is received.

25.2 Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement, the Platform, the Services or the Goods, including the formation, interpretation, scope, enforceability or validity of this Agreement or this Article, shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect, before a single arbitrator. The arbitration shall take place in Maricopa County, Arizona, unless the parties agree to proceed by video conference or written submissions. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act, 9 U.S.C. Section 1 and following, governs this Article.

25.3 Class Action Waiver. ALL CLAIMS MUST BE BROUGHT IN A PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PARTNER OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

25.4 Jury Waiver. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT RATHER THAN ARBITRATION, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY.

25.5 Exceptions. Notwithstanding the foregoing, (a) either party may bring an individual action in small claims court in Maricopa County, Arizona; (b) either party may seek temporary or preliminary injunctive relief in court to protect its intellectual property or Confidential Information pending arbitration; and (c) ShipPact may enforce its Warehouse Lien and collect unpaid Fees in any court of competent jurisdiction.

25.6 Costs. Each party shall bear its own attorneys' fees and costs, except that the arbitrator or court shall award reasonable attorneys' fees and costs to ShipPact in any action to collect unpaid Fees or to enforce Article 21, and may award fees to the prevailing party as permitted by A.R.S. Section 12-341.01.

25.7 Governing Law and Venue. This Agreement is governed by the laws of the State of Arizona, without regard to its conflict of laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods. Subject to this Article, the state and federal courts located in Maricopa County, Arizona shall have exclusive jurisdiction, and each party irrevocably submits to such jurisdiction and waives any objection based on inconvenient forum.

25.8 Severability of this Article. If the class action waiver in Section 25.3 is found unenforceable as to any claim, that claim shall be severed and proceed in court in Maricopa County, Arizona, and the remainder of this Article shall remain in effect.

Article 26. Changes to this Agreement

26.1 Right to Modify. ShipPact may amend this Agreement, the Fee Schedule, the Inbound Requirements and any policy incorporated by reference at any time. Each version of this Agreement bears a version number and effective date at the top of the document.

26.2 Notice and Re Acceptance. ShipPact will provide notice of material changes at least thirty (30) days before they take effect, by email to the address on file and by notice on the Platform, except that changes required by law, by a Selling Platform or carrier, or to address security or fraud may take effect immediately. AFTER A NEW VERSION TAKES EFFECT, PARTNER WILL BE REQUIRED TO REVIEW AND ACCEPT IT, BY CHECKING THE ACCEPTANCE BOX, THE NEXT TIME PARTNER LOGS IN, AND ORDERS MAY BE HELD UNTIL PARTNER DOES SO. Partner's continued use of the Services after the effective date also constitutes acceptance. If Partner does not agree to a change, Partner's sole remedy is to terminate this Agreement under Section 23.2 before the change takes effect.

26.3 Version Records. ShipPact will retain each prior version of this Agreement and the acceptance record for each version accepted by Partner, which Partner may view in the Platform.

Article 27. General Provisions

27.1 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, franchise, fiduciary, employment or agency relationship, except the limited payment collection agency described in Section 11.6.

27.2 Assignment. Partner may not assign or transfer this Agreement, by operation of law or otherwise, without ShipPact's prior written consent. ShipPact may assign this Agreement without consent to an affiliate or to a successor in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets or of the business to which this Agreement relates. ShipPact may use subcontractors, including additional warehouses, print facilities and carriers, to perform any part of the Services.

27.3 Notices. Notices to ShipPact must be sent to [LEGAL ENTITY NAME], Attn: Legal, 7702 W Villa Theresa Dr, Glendale, AZ 85308, with a copy by email to [LEGAL NOTICES EMAIL]. Notices to Partner may be sent to the email address or mailing address on file or posted on the Platform.

27.4 Entire Agreement. This Agreement, including the Fee Schedule, the Inbound Requirements, the Privacy Policy, Schedule A and any other policies incorporated by reference, is the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, quotes and communications, whether written or oral. Any terms on Partner's purchase orders, bills of lading or other documents are void.

27.5 Order of Precedence. In the event of any conflict, the following order applies: (a) a written addendum signed by an officer of ShipPact; (b) this Agreement; (c) the Fee Schedule; (d) other incorporated policies.

27.6 Severability. If any provision of this Agreement is held invalid or unenforceable, it shall be enforced to the maximum extent permissible and modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

27.7 No Waiver. No failure or delay by ShipPact in exercising any right shall operate as a waiver, and no waiver shall be effective unless in writing and signed by ShipPact.

27.8 Export and Sanctions. Partner represents that it is not located in, organized under the laws of, or owned or controlled by a person in any country or region subject to comprehensive U.S. sanctions, and is not on any U.S. government restricted party list.

27.9 Interpretation. Headings are for convenience only. The words "including" and "include" mean "including without limitation." No provision shall be construed against ShipPact as the drafter.

27.10 Electronic Acceptance. This Agreement may be accepted electronically, and electronic acceptance has the same force and effect as a handwritten signature under the federal Electronic Signatures in Global and National Commerce Act and the Arizona Electronic Transactions Act. ShipPact's electronic acceptance record is conclusive evidence of Partner's acceptance absent manifest error.

27.11 Language. This Agreement is written in English, and any translation is for convenience only.

Schedule A. Partner Information and Required Documents

A.1 Information Collected at Account Creation. The following information is collected on the signup form, populates the acceptance record below, and must be kept current:

• Legal entity name (exactly as registered with the IRS)

• Doing business as (DBA) or trade name, if any

• Entity type (sole proprietorship, single member LLC, multi member LLC, C corporation, S corporation, partnership, or foreign entity)

• State or country of formation

• Federal Employer Identification Number (EIN), or foreign tax identification number for foreign entities

• Business address and return address

• Authorized Representative's full name and title

• Business email address and telephone number

• Partner type: Overseas Brand (3PL storage and fulfillment), Print on Demand, Dropship Supplier, Dropship Reseller (more than one may apply)

A.2 Required Documents. ShipPact may hold Orders, refuse inbound shipments or suspend the Account until the applicable documents below are provided and approved:

Document	Who must provide it	When
IRS Form W 9 (or Form W 8BEN E for foreign entities)	All Partners	Before account activation
Identity verification of Authorized Representative	All Partners	Before account activation
Valid payment method and minimum Prepaid Balance	All Partners	Before first Order
Product data for each SKU (dimensions, weight, materials, hazard and battery status, HTS code, country of origin)	All Partners with Stocked Goods	Before first ASN
Certificate of insurance (Section 5.7)	Partners storing Goods	Before first inbound shipment, or as ShipPact requires
Children's Product Certificate with third party test reports	Partners selling goods designed for children 12 and under	Before receipt of those Goods
General Certificate of Conformity, safety data sheets, or other regulatory certifications	Partners selling regulated Goods	Before receipt of those Goods
Importer of record designation, customs bond, commercial invoice and packing list	Overseas Brands and any Partner importing Goods	With each international shipment
Resale certificate (Arizona Form 5000A with TPT license number, home state resale certificate, or multistate SST or MTC certificate)	Dropship Resellers buying Supplier Goods	Before first Dropship Order
Proof of license or authorization for branded, licensed or trademarked Goods	Partners selling such Goods	Upon request
Bank account for payouts	Dropship Suppliers	Before first payout

A.3 Updates. Partner shall upload updated documents before any document expires and within ten (10) business days after any change in the information above.

Acceptance

BY CHECKING THE BOX LABELED "I HAVE READ AND AGREE TO THE SHIPPACT PARTNER AGREEMENT" AND CLICKING "CREATE ACCOUNT," THE AUTHORIZED REPRESENTATIVE IDENTIFIED BELOW CERTIFIES THAT HE OR SHE HAS READ AND UNDERSTANDS THIS AGREEMENT, INCLUDING THE DISCLAIMERS IN ARTICLE 19, THE LIMITATIONS OF LIABILITY IN ARTICLE 20, THE INDEMNITY IN ARTICLE 21, THE CLAIMS DEADLINES IN ARTICLE 22, AND THE ARBITRATION AND CLASS ACTION WAIVER IN ARTICLE 25, AND HAS AUTHORITY TO BIND THE PARTNER NAMED BELOW.

The following acceptance record is generated automatically and stored by ShipPact:

• Partner legal entity name: [AUTO FILLED FROM SIGNUP]

• DBA: [AUTO FILLED FROM SIGNUP]

• Entity type and state of formation: [AUTO FILLED FROM SIGNUP]

• EIN (last four digits shown): [AUTO FILLED FROM SIGNUP]

• Authorized Representative name and title: [AUTO FILLED FROM SIGNUP]

• Email: [AUTO FILLED FROM SIGNUP]

• Agreement version and effective date: [AUTO FILLED]

• Date and time of acceptance (UTC and Arizona time): [AUTO FILLED]

• IP address and browser: [AUTO FILLED]

ShipPact: [LEGAL ENTITY NAME], doing business as ShipPact and 3D Print Farm US

Draft for attorney review. Bracketed items must be completed or confirmed by counsel before publication.