Partnership Terms and Conditions

These general terms and conditions (these “T&Cs”) govern the use of Services (defined below) provided by Nexus Web Services LLC, DBA Argo Shipping, a Utah limited liability company (hereafter “Argo”), pursuant to a Service Order (defined below).

1. DEFINITIONS – As used in these T&Cs, each of the following terms shall have the meaning indicated:

“Agents” means all agents, representatives, employees, and/or contractors, whether employed by Argo or Partner.
“Agreement” means collectively, the Service Order and these T&Cs, including any amendments or addendums, all of which are hereby incorporated in full by this reference.
“Attachment” means any attachment, exhibit, schedule, or any other document that is either attached to or referenced by these T&Cs or a Service Order.
“Goods” means any goods, materials, or property stored or handled by Argo pursuant to the Agreement.
“Intellectual Property” means (i) patents, patents pending, provisional patents, patent applications, patent disclosures, and inventions including any reissues, continuations, continuations-in-part divisions, revisions, extensions, or reexaminations thereof; (ii) trademarks, services marks, trade, dress, trade names, corporate names, logos, slogans, taglines, advertising materials, and internet domain names, together with all derivatives and goodwill, and associates with each of the foregoing; (iii) copyrights and copyrightable works; (iv) registrations, applications, and renewals for any of the foregoing; (v) trade secrets, confidential information, know-how, ideas, formulae, compositions, manufacturing and production processes and techniques, pricing models, price schedules, research and development information, proposals, financial and accounting data, business and marketing plans and customer and supply lists; (vi) specifications; and (vii) all other intellectual property rights.
“Party” means Argo and Partner individually, and collectively they shall be referred to herein as the “Parties.”
“Personal Data” means any information that can be used to identify, locate, or contact an employee, Agent, user, or potential user of Partner, including: (i) first and last name; (ii) home or other physical address; (iii) telephone number; (iv) email address or online identifier associated with an individual; (v) social security number, passport number, driver’s license number, or similar identifier; (vi) credit or debit card number; (vii) employment, financial, or health information; (viii) any other information relating to an individual, including cookie information and usage and traffic data or profiles; (ix) biometric data, such as fingerprints, voiceprints, retina scans, or facial recognition data; (x) geolocation data sufficient to identify an individual's precise location; (xi) online browsing behavior, device identifiers, IP addresses, and other unique online tracking information; (xii) account login credentials, security questions, and authentication details; (xiii) transaction history, purchasing behavior, and payment records; (xiv) correspondence, messages, or communications sent via electronic means, including chat logs, emails, and text messages; and (xv) any other data that, alone or in combination with other information, can be used to identify or profile an individual.
“Service” or “Services” means the services that Argo will provide to Partner as indicated in a Service Order.
“Service Order" means the agreement through which Partner has agreed to purchase Services.
“Service Level” means the performance metric(s) that Argo agrees to meet in the delivery of the Services.
“Service Resource” means an individual resource available for use within a Service.
“Term” means the period between the date when the Service Order shall become effective and the date on which the Service Order is canceled, as between Argo and Partner.

2. ARGO’S SERVICES AND SERVICE AGREEMENTS – All Services, including but not limited to shipping, fulfillment, reporting, consulting, technology, and/or any other Service which Argo may offer to Partner shall be memorialized in writing via a Service Order, signed by both Parties. Argo shall not be responsible for any Service which is not memorialized in a signed Service Order.

3. CARRIER RELATIONSHIP MANAGEMENT – Argo seeks to maintain a regular pickup schedule but may agree to manage specialized pickup schedules as needed. Any such specialized pickup schedules shall be agreed upon in writing, signed by both Parties, prior to Argo assuming the obligation of such specialized pickup schedule(s). Argo will communicate directly with its carriers and will manage all communications related to any missed pickup. Furthermore, Argo will manage and negotiate all rates with carriers. As part of the Services, Argo regularly monitors carrier documentation and announcements concerning rate updates, or other rate information.

4. CARRIER PACKAGE PROTECTION – Argo offers a Carrier Package Protection service for lost and damaged package as an optional service that may be purchased by Partner through a Service Order (“Carrier Package Protection Service”). If Partner does not purchase this Service, Argo shall have no obligation to provide coverage or reimbursement for lost or damaged packages. If the Carrier Package Protection Service is purchased, Argo agrees to cover lost and damaged package claims for domestic U.S. shipping up to a maximum payout of fifty dollars ($50) of the replacement cost of the product for packages under one pound and one hundred dollars ($100) of the replacement cost of the product for packages over one pound, for each verified lost or damaged package—independent of the decision of the carrier. Carrier Package Protection coverage requires documentation that demonstrates the replacement cost of the lost or damaged product. Claims will not be covered under Argo’s Carrier Package Protection policy if proper documentation is not provided by Partner or any other responsible party.

When the Service applies, Argo will pay Partner the replacement cost of the package contents and the cost of shipping, provided that the package was shipped in compliance with Argo’s and the carrier’s guidelines and includes complete data integrity. While processing claims, Argo may, at its sole discretion, work with the carrier to file and receive claims. Argo’s decision to file claims with carriers is independent of and does not affect its obligations to Partner under the Service.

Claims of lost or damaged products under that Service are limited to one claim per shipment, the settlement of which shall be a full and final resolution of all loss or damage associated with that shipment. All claims must be submitted in writing and filed within sixty (60) days from the date the carrier accepted the shipment. If a package is marked as delivered to the correct address, the ability to prove the package is lost is significantly diminished, and Argo shall not be liable to Partner for such claims, including instances where Partner’s customer asserts a loss.

Exceptions to coverage may be considered by Argo at its sole discretion on a case-by-case basis. Argo reserves the right to grant or deny a refund to Partner under the Claims Coverage Service at its sole discretion.

5. GENERAL RATE INCREASES – All major carriers, suppliers and relevant service providers institute a general rate increase each year. Historically, this transpires around the middle of the year and end of the year; however, this may happen at other times depending on their discretion. These increases typically range between 5-7%. In addition, relevant peak season surcharges and/or delivery fees are included during holiday seasons. Argo will notify its Partners of these increases prior to passing through the adjustments in the invoices. Argo applies an automatic 6% increase on all Services every year on January 1st. Any additional rate increase will be provided in writing to the Partner, if applicable.

6. SELLING CHANNEL SUPPORT – Argo does not offer sales and marketing services such as promotions, advertising, publicity, public relations, client relations, nor any other related service for increasing sales volume. However, Argo will provide services in an “Order-to-Delivery” life cycle to support Partner and its marketing strategies. These services may include fulfillment, inventory management, package preparation, and shipping products, regardless of the destination of delivery. Partner will still be obligated to pay the standard fulfillment and shipping costs when packages are shipped to a customer, other partner, selling channel, supplier, or third-party agency supporting Partner. For all selling channel services/orders, Argo agrees to follow all vendor compliance regulations as established by the selling channel entity, and Argo will coordinate with the selling channel entity’s transportation partner of choice for the shipment of the orders. Argo, upon request of Partner, will do the following:

Send products for photography, videography, marketing, quality assurance, or review purposes;
Fulfilling and shipping individual orders “Fulfilled by Merchant” (FBM);
Fulfilling and shipping bulk orders that are “Fulfilled by Amazon” (FBA);
Ship sample products to partners so they can use them for marketing projects;
Connect Argo’s inventory management system to all selling channels;
Cycle counts of product inventory;
Update inventory as manual orders require sample products to be shipped;
Produce “Quantity on Hand” inventory reports to Partner;
Use the specified selling channel's accounts and business rules;
Relabel / reSKU items for various selling channels, depending on the selling channels product IDs;
Create unique order kits specific to various selling channels; and
Provide support between selling channel entities and Partner.

7. REPORTING SERVICES – To provide Partner with greater transparent data access and invoice auditing ability, Argo will, upon Partner’s request, provide certain software and/or data information to Partner. Furthermore, Argo may also provide Partner with reporting services which are designed to show Partner information such as shipping and fulfillment times, zone analysis, customer analysis and mapping, top products, and other types of reports that may help fulfill the needs of Partner. Upon request from Partner, Argo may also provide additional technology services that are intended to promote scalable growth and provide Partner with an advantage to grow in a global marketplace. Any software and software licensing used within the Reporting Services, including any maintenance or upgrade requirements or data therein in accordance with Argo’s privacy policy, shall be the responsibility of Argo, and shall always be and remain the property of Argo.

8. TECHNOLOGY REQUIRED TO MANAGE/MAINTAIN SYSTEMS – During the Term, Partner agrees to purchase and maintain their own licenses to manage their selling channel systems, warehouse management systems, inventory management systems, and any other technology service required to operate Partner’s business in conjunction with the Services (the “Partner Systems”). Partner agrees to provide Argo with a dedicated user account for the Partner Systems with administrative permissions during the Term for the sole purpose of providing Services. If the Agreement is terminated for any reason, Partner shall still be obligated to provide Argo with user account access with administrative provisions to the Partner Systems to allow Argo to ensure the final shipping and billing procedures are properly closed out. Only after the final invoice is processed and the Partner has paid such invoice in full, may the Partner revoke or remove Argo’s access to the Partner Systems. Failure to provide such a dedicated user account with administrative permissions may result in Argo’s inability to provide the Services and Argo may be forced to shut off Partner’s shipping channels. If Partner fails to maintain such user account access and administrative permissions for Argo, Argo shall be under no obligation to provide the Services, and Partner shall be considered to have materially breached the Agreement and shall be liable to Argo for any damages Argo realizes as a result thereof. Furthermore, Argo shall be entitled to enforce against Partner any lien rights which may be available to Argo in accordance with Title 38 of the Utah Code, and Argo shall be entitled to further protect its interests through all available legal action, including suing for damages

9. PRICING/PAYMENTS/FEES/TAXES –

Pricing. Argo shall charge Partner and Partner shall pay Argo for the Services, in accordance with the pricing, as contained in a Service Order. Partner shall not be obligated to pay for any charges unless such charges are outlined in the order and listed in Argo’s invoice(s) for Services.
Payment Date and Method. Argo agrees to accept payment through an electric fund transfer (EFT). If a credit card is the preferred method of making a payment, Argo is allowed to charge Partner the credit card processing fee. ETF payments will be made in accordance with the government by (i) the corporation trade rules and the National Automated Clearing House Association (NACHA) and (ii) Article 4A of the Uniform Commercial Code as adopted by the state of Utah. If payment is made by EFT to Argo’s financial institution payment is deemed made on the date the payment is delivered. If payment is made by credit card, the payment is deemed made on the date Partner transmits the transaction for Payment. Payment may not be made in the form of cash or check.
Fees. Partner will be responsible for paying the fees applicable to a financial transaction, a Service, or a Service Order, except as otherwise specified herein or in a Service Order. Furthermore, (i) fees are based on products and services purchased/received and not actual usage, (ii) payment obligations are non-cancelable, and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the Term.
Taxes. Partner will be responsible for the payment of all local, state, federal, or foreign taxes, levies, and duties of any nature, including value-added, sales, use, and withholding taxes (“Taxes”). Partner is responsible for paying all Taxes, excluding only taxes based on Argo’s net income. If Argo has the legal obligation to pay or collect Taxes for which Partner is responsible under this Section, the appropriate amount shall be invoiced to and paid by Partner unless Partner provides Argo a valid tax exemption certificate authorized by the appropriate taxing authority. Partner will reimburse Argo for reasonable travel and living expenses incurred by Argo in performing Services at sites other than Argo’s facilities at Partner’s request (including without limitation, setup services, training, technical support, and professional services).
Dispute Charges. Partner shall notify Argo in writing of any disputed charges with reasonable specificity of the nature of the dispute no later than thirty (30) days after Partner’s (i) receipt of the disputed invoice or, in the case of a credit card, the transaction receipt, or (ii) after Partner discovers the dispute, whichever is later, and may withhold payment solely with the respect to those amounts disputed in good faith without being deemed in breach of the Agreement or a Service Order. All other obligations of the Parties hereunder shall remain in full force and effect. Upon resolution of disputed charges and without limiting remedies, Partner shall be entitled to offset any overpayments against other amounts it may owe the Argo.

10. PARTNER PAYMENTS & OBLIGATIONS – Unless otherwise provided for in a Service Order, Partner shall pay all invoice amounts owed to Argo as follows:

Payments for Services are due immediately following Argo submitting an invoice for the same. Partner shall provide Argo with a dedicated payment account which shall be used for all payment processing (the “Designated Account”). Partner authorizes Argo, at Argo’s election and according to the payment schedule, to initiate debits to the Designated Account, on the due date, for all interest and principal payments, as well as any fees and expenses, and any other amounts due and payable by Partner, using the automatic clearinghouse electronic funds transfer system, by direct debit of the Designated Account, or by any other commercially accepted method (hereafter, "ACH Payment(s)"). Partner agrees to maintain sufficient funds in the Designated Account, particularly on the date(s) Argo processes debits for ACH Payment of regularly scheduled payments, including all principal, interest, and fees, if any. Should there be insufficient funds in Partner’s Designated Account on the date Argo enters any authorized debits, Argo may reverse the debit. Partner agrees that Argo may initiate ACH payments from the Designated Account to Argo on any day of the week due to holidays, out-of-office matters, or other reasons, as determined by Argo in its sole discretion.
Should an ACH Payment fail to be timely completed, for any reason, other than Argo’s failure to initiate the debit, Partner’s obligations to make all payments as required hereunder and when due, shall not be extinguished, and Partner shall be given a 3-day grace period to correct any such issue related to available funds in the Designated Account. In the event Partner fails to bring the Designated Account into good standing within the 3-day grace period, Partner shall pay to Argo any associated merchant or bank fees Argo may incur, as well as an interest penalty of two percent (2%) per month until the Designated Account is brought back into good standing per the terms of the Agreement.
Partner shall have the right to pay Argo using either Visa or Mastercard credit cards. Partner shall be charged a 3.5% fee of the invoiced amount to cover associated bank/credit card service charges and fees. Should Partner desire to change payment methods from ACH to credit card, Partner agrees to give at least fourteen (14) days written notice to Argo to allow Argo to ensure that all payment automation and processes may be stopped and/or changed before the next scheduled payment.
Partner agrees to pay, when due, any and all applicable sales and use taxes on any of Partner’s products sold to end users. Partner agrees to indemnify and hold Argo, and its subsidiaries, contractors, and associates, harmless from and against any and all applicable sales and use taxes related to Partner’s products.
If Partner has multiple failed payments, and if Partner’s Designated Account is not brought into good standing, Argo, at its sole discretion, reserves the right to cancel payments to delivery providers/carriers and stop shipping Partner’s products until the Designated Account is brought into good standing and all outstanding invoices from Argo are paid in full.

11. CARRIER INVOICES – Argo shall be the primary point of contact and maintain direct contracts with carriers (the “Preferred Carriers”) for the performance of Services. Partner acknowledges that Argo will be responsible for amounts invoiced by Preferred Carriers for the benefit of Partner; however, Argo is willing to incur such risk in order to provide Partner with access to certain guaranteed contract rates. Notwithstanding the foregoing, Partner shall remain obligated to pay all invoices related to Preferred Carriers used for the Services, including charges based on package weight, delivery zone, fuel surcharges, and any other applicable fees. Partner further acknowledges that carriers may, from time to time, impose additional fees, reclassify package weights or dimensions, or apply incorrect rates. As part of its Services, Argo will regularly audit carrier invoices and may pursue refunds from carriers if discrepancies are discovered.

If Partner requires Argo to use a carrier that is not a Preferred Carrier or to use a shipping account that is not owned or controlled by Argo, Partner must specify such requirement in a Service Order. In such cases, Argo shall invoice Partner according to the terms of the applicable Service Order, and Argo shall have no liability whatsoever for any issues arising from the use of such third-party carrier or shipping account, including but not limited to delays, lost or damaged packages, incorrect charges, service failures, or any other carrier-related discrepancies. Partner assumes all responsibility and risk associated with the use of a non-Preferred Carrier or third-party shipping account.

12.TERMS SPECIFIC TO RETURN HANDLING – If Return Handling Services are provided pursuant to a Service Order Argo shall manage returns of Partner’s products at the shipping cost and expense of Partner and not the retail cost that an end user would pay. This includes product costs, shipping, and delivery charges. All return orders processed by Argo will be billed in accordance with the Agreement. Partner and Argo each acknowledge and agree that orders may be returned for various reasons and may be beyond the control of Partner and/or Argo. Argo will provide Partner with a returns process service wherein Argo will receive the returned products, document the receipt of those products, and establish rules with Partner to identify what should be done with the returned items. If directed by Partner, Argo will see that the returned product(s) is placed back properly into inventory. This includes restocking and resorting merchandise as inventory that is eligible to be shipped to a future customer. Argo, as directed by Partner, will process orders that are returned due to damage, and Argo shall dispose of such damaged goods as directed by Partner.

13.TERMS SPECIFIC TO REPORTING SERVICES – During the Term Argo agrees to provide Partner with access to software, data, and related information necessary for the transparent use of data and the ability to audit any invoices. Argo may also provide Reporting Services to Partner, which may include, but are not limited to, shipping and fulfillment times, zone analysis, customer analysis and mapping, top products, and other reports as may be required to support Partner's operational needs. Any software and software licenses used for such Reporting Services, including any associated maintenance or upgrades, shall remain the exclusive property of Argo, and Partner shall have no ownership rights or claims to such software or its components.

14.TERMS SPECIFIC TO PROCESS ANALYSIS - Upon Partner's request, Argo agrees to analyze processes and assist in identifying opportunities for improving Partner's business operations. Unless otherwise agreed in writing by the Parties, Argo shall not charge a fee for these Process Analysis Services. Should additional Services related to process analysis be requested by Partner, such Services, including any associated fees, must be memorialized in a Service Order. Examples of such additional services may include, but are not limited to, box size analysis, package type evaluation, software solutions, shipping rate assessments, shipping contract review, exploration of alternative carriers, fee reduction analysis, technological integrations or enhancements, quality control measures, and similar services.

15.TERMS SPECIFIC TO STRATEGIC PLANNING – During the Term Argo agrees to engage in regular discussions with Partner to analyze and identify opportunities for improving Partner’s shipping and fulfillment processes, as deemed pertinent and feasible by Argo. During the initial stages of collaboration, these discussions may occur more frequently to address immediate priorities. As Partner's processes stabilize and improvements demonstrate sustained success, it is anticipated that such meetings will occur on an as-needed basis or as otherwise mutually agreed in writing by the Parties. Partner may submit a written request for a meeting with Argo representatives to discuss specific matters, and Argo will reasonably consider such requests in alignment with its operational priorities and capacity, with the goal of collaboratively developing both short-term and long-term strategies where appropriate.

16.TERMS SPECIFIC TO TECHNOLOGY IMPROVEMENT SERVICES – Argo retains the right to utilize or modify any of its internal systems, including its Warehouse Management System (WMS), Shipping Management Systems, Inventory Management Systems (IMS), or other related systems, at any time and for any reason, provided such changes do not materially affect Argo’s ability to meet the service level requirements of Partner. If Technology Improvement Services are provided, Argo will prepare a Statement of Work (SOW) outlining the scope, deliverables, and associated costs, and Partner’s approval will be deemed given unless specific objections are provided within five (5) business days of receipt. Argo may commence billable work upon receipt of Partner’s approval or expiration of the objection period, and upon completion of the Services, Partner shall have five (5) business days to review and accept the deliverables or provide written notice of deficiencies, failing which the deliverables shall be deemed accepted. Billing for Technology Improvement Services will follow the terms of the Agreement and occur upon deemed or explicit acceptance. All data used during the performance of these Services will be kept strictly confidential by both Parties and their subsidiaries, associates, and approved third parties. Ownership of software upgrades and integrations, including intellectual property, shall remain exclusively with Argo unless explicitly agreed otherwise in writing.

17. DEFAULT AND REMEDY – The occurrence of any of the following shall constitute an event of default (“Event of Default”) hereunder:

Failure by Partner to timely pay for services according to the terms herein.
Partner becomes insolvent or admits in writing its inability to pay its debts as such mature or makes an assignment for the benefit of creditors.
A voluntary or involuntary petition under any foreign, state, or United States bankruptcy act, receivership statute, or the like, as may now exist or as such may be amended, is filed by Partner or a third party against Partner, unless the same is dismissed within thirty (30) days of its filing.
Initiation of steps by any third party to obtain a lien, levy, writ of attachment, or garnishment upon any or all of Partner’s products, unless the same is dismissed within thirty (30) days of its initiation.
Any representation or warranty set forth herein is found to be false, inaccurate, or incorrect.
Any other action or inaction by Partner which Argo deems a breach of the Agreement, which breach is not cured within thirty (30) days upon receipt of written notice of such breach by Argo.

Should Partner fail to cure an Event of Default as stated herein, Partner shall be deemed to be in material breach of the Agreement and Argo shall have the right to immediately cancel the Agreement as well as any Service Order(s) which may be in effect. Furthermore, Argo shall have the right to protect its interests and seek recovery for any damages it may have suffered by pursuing further legal action as such may be available to it under state and federal law.

18. Insurance Recommendation for Goods

Recommendation to Maintain Insurance. Argo strongly recommends that Partner maintain, at its own expense, adequate insurance coverage for all Goods stored at, processed by, or transported from Argo’s facilities. Such insurance should, at a minimum, cover:

Loss or damage to the Goods due to theft, fire, water damage, or other unforeseen events;
Transit risks, including damage or loss occurring while the Goods are in transit to or from Argo’s facilities;
General liability coverage, ensuring protection against any claims arising from the Goods while in storage or shipment.

No Liability for Uninsured Goods. While Argo takes reasonable precautions in handling and storing Goods, Argo shall not be responsible for any loss, damage, or deterioration of the Goods, except to the extent caused solely by Argo’s gross negligence or willful misconduct. The Partner acknowledges that:

The storage of Goods at Argo’s facility is at the Partner’s sole risk unless expressly agreed otherwise in writing;
Argo does not provide insurance coverage for the Partner’s Goods unless separately agreed upon in a written agreement;
Any decision by the Partner not to maintain insurance shall not impose any additional liability on Argo for any loss or damage to the Goods.

19. TERMINATION

Generally. The “Term” of the Agreement shall be as stated in the applicable Service Order and shall continue until expiration or earlier termination, as provided herein (a “Termination”). Upon the delivery of a notice of Termination by either Party, each Party shall be responsible for reconciling and paying any pending financial obligations it may have to the other Party. Such payment shall be made prior to the Termination date. Depending on then-current billing cycles, pending claims, and/or the removal of Partner’s physical assets from an Argo facility, and notwithstanding the preceding sentence, Argo shall have the right to send its final invoice to Partner after all associated transactions are reconciled and/or completed. Partner agrees to pay any such final invoice within thirty (30) days from the date of such invoice.
Discontinuation of Services. Argo may, in its sole discretion, discontinue or deprecate any Service provided pursuant to a Service Order upon providing Partner with at least thirty (30) days' prior written notice. In such an event, Argo shall use commercially reasonable efforts to assist Partner in transitioning to an alternative service, where applicable. The discontinuation of a Service shall not terminate the entirety of a Service Order or relieve Partner of any outstanding payment obligations or other liabilities accrued prior to the effective date of discontinuation of such Services.
Abandoned Goods & Warehouse Lien. In the event of termination of any Service Order, whether by Argo or Partner, Goods remaining in Argo’s facilities shall be subject to the provisions of this Section.
1. Notice of Abandonment & Payment Demand. If Partner fails to retrieve its Goods within ten (10) business days following termination, Argo may issue a written notice (“Abandonment Notice”) to Partner at its last known address, demanding removal of the Goods and payment of any outstanding amounts, including but not limited to:

Storage fees (the minimum being the greater of $25 per stored pallet of $250 per month), handling, transportation, and administrative charges; and
Any other costs incurred by Argo in connection with the Goods.

Partner shall have sixty (60) days from the termination date to respond, removed the Goods, and settle all outstanding charges.

2. Warehouse Lien & Enforcement. If Partner fails to pay all outstanding charges and retrieve the Goods within the notice period, Argo shall have a warehouse lien on such Goods, as permitted pursuant to applicable law. Argo may enforce its lien by:

Selling the Goods at a public or private sale after providing the required legal notice to Partner and any known secured parties;
Using the proceeds of such sale to cover outstanding amounts owed to Argo, with any surplus returned to Partner, if applicable; or
Disposing of the Goods if their value is insufficient to justify a sale, in compliance with applicable laws.

3. Right to Return Goods to Partner. At its sole discretion, Argo may elect to ship all Goods back to the Partner at the Partner’s sole cost and expense. If Argo exercises this right, the following conditions shall apply:

Argo shall notify the Partner of the estimated shipping costs and require the Partner to pre-pay for all shipping expenses before shipment.
If the Partner requires any modifications to the Goods prior to shipment (e.g., relabeling, repackaging, or other adjustments), Argo may charge a fee for such modifications.
Argo may require the Partner to pre-pay for any requested modifications before performing such services.
Argo shall not be liable for any delays, loss, or damage in transit once the Goods are transferred to the carrier for shipment.

4. Limitation of Liability. Argo shall not be liable for any loss, damage, or depreciation of the Goods once the Abandonment Notice is issued and the notice period has expired. Partner waives any claims against Argo arising from the sale or disposal of abandoned Goods.

5. Continuing Obligations. Partner remains liable for all unpaid charges, including any deficiency remaining after the sale or disposal of the Goods. Argo reserves the right to pursue legal remedies for the recovery of unpaid amounts.

20. REPRESENTATIONS AND WARRANTIES –

Mutual Warranties. Each Party represents and warrants to the other Party that as of the Effective Date and during the Term (i) it shall comply with all international, federal, state, and local laws, rules, regulations and ordinances applicable to and as may be required concerning its performance of and the discharge of its duties under the Agreement; (ii) it is free to enter into the Agreement and has no disability, limitation, restriction or prohibition that will interfere in any manner with its full compliance and its performance under the Agreement; and (iii) that the execution, delivery, and performance of the Agreement by the Party is authorized, and that the undersigned has the complete, necessary, and unrestricted power and authority to execute the Agreement on behalf of such Party and therefore agrees to be bound by such.
Non-Conforming Services, Performance Warranty. Argo represents and warrants that as of the Effective Date and all times during the Term (i) the Services shall conform to the specifications in all material respects; and (ii) Argo and Argo’s agents possess the requisite experience, training, and skill necessary to perform the Services (collectively, the “Performance Warranty”). Upon delivery of written notice by Partner to Argo of Argo’s breach of this representation and warranty, then Argo at its sole expense, shall re-perform the Services to a conforming standard. Should Argo fail to re-perform the Services to a conforming standard within ninety (90) days of the date of the Partner's written notice, then Argo shall provide Partner with a prorated refund at the price for such Service(s) for any period in which the Service(s) were not materially conforming and any prepayment for the post-termination period. Partner shall have the right to terminate the Agreement with no further obligation or liability to Argo, with the exception of any outstanding invoice for conforming or accepted Services previously performed by Argo.
Remedy of Defects. In accordance with Section 19(b), should Partner provide Argo with notice in writing a breach of the Performance Warranty, Argo will, without charge, use commercially reasonable efforts to correct or repair the Service so that it conforms to the Performance Warranty. The refunds described in Section 19(b) shall be Partner’s sole remedy and shall be Argo’s sole responsibility, for any such breach of the Performance Warranty.
Warranty Disclaimer. Except for the warranties set forth in the Agreement and any Service Order, each Party expressly disclaims and therefore waives its rights to all other warranties of any kind or nature, whether express or implied, including by operation of law, by the implied warranties of merchantability and fitness for a particular purpose, and the Parties agree that the Service is provided “as is” and “as available.” Argo shall make no other warranty as to the Service(s).

21 .CONFIDENTIALITY – Partner acknowledges that during the course of business with Argo, Partner may become familiar with information relating to Argo’s business that constitutes a unique and valuable asset of Argo (hereinafter the “Confidential Information”). Such Confidential Information includes, but is not limited to, information about Argo’s business assets (including trademarks, copyrights, and intellectual property), finances, suppliers, carriers, contractors, business processes, sales volumes, program and product production and know-how, as well as product/service design information, continuing education, research and development, technology, software, customer/client lists and marketing information, including marketing programs. Confidential Information includes information that:

Is designated as confidential at the time of disclosure.
Is disclosed under conditions in which a reasonable person or entity would realize that the Confidential Information is confidential.
Client lists.
Confidential or proprietary information owned by Argo’s clients (hereinafter the “Partner’s Property”). Confidential Information does not include information that:
1. Is now or hereafter becomes generally available to the public without any breach of the Agreement by Partner.
2. Is developed or discovered independently by Partner without use or reference to the Confidential Information.
3. Was properly available to or in the possession of Partner prior to the time of the disclosure by Argo pursuant to the Agreement.
4. Is disclosed to Partner by a third party who, to the knowledge of Partner, as applicable, was not restricted from making such disclosure either by another confidentiality agreement with Argo or by a contractual, legal, or fiduciary obligation of confidentiality to Argo.
5. Is shared procedures or practices which are generally known in the logistics/shipping industry, or that Partner may use in its business practices as provided by Argo.

22. NON-DISCLOSURE – Partner agrees that absent prior written consent from Argo, it will protect and keep secure all Confidential Information that Partner may receive or obtain from Argo as a result of its business relationship with Argo, and further, Partner agrees that it shall not disclose, directly or indirectly, to a third party, any Confidential Information during the Term or any time after the Termination of the Agreement. Further, Partner agrees that such disclosure, wrongful use, or publication of such Confidential Information may cause material financial harm to Argo, and may expose Partner to legal and financial ramifications, including injunctive relief and/or monetary damages. For purposes of this Section, “third party” shall also include agents, employees, and others that may be employed by, associated with, or in affiliation with Partner’s business.

23. GENERAL RESTRICTIONS – Partner shall not:

Use the Service for any purpose except as permitted hereunder.
Decompile, disassemble or reverse engineer any underlying software related to or used within the Service (unless this restriction is not permitted under applicable law).
Sell, rent, lease, or use the Service for time sharing or sublease purposes.
Remove any copyright or proprietary notices contained in the Service.
Access or use the Service to circumvent or exceed Service account limitations or requirements.
Use the Service for the purpose of building a similar or competitive product or service.
Obtain unauthorized access to the Service (including without limitation permitting access to or use of the Service via another system or tool, the primary effect of which is to enable input of requests or transactions by other than authorized users)
Use the Service in a manner that is contrary to applicable law or in violation of any third-party rights of privacy or intellectual property rights.
Publish, post, upload, or otherwise transmit data that contains any viruses, Trojan horses, worms, time bombs, corrupted files, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any systems, data, personal information, or property of another; or
Use or permit the use of any tools in order to probe, scan, or attempt to penetrate or benchmark the Service. Partner shall comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with the Agreement and its use of the Service, including without limitation those related to privacy, electronic communications, and anti-spam legislation (“Laws”). Partner shall comply with the export laws and regulations of the United States and other applicable jurisdictions in using the Service and obtain any permits, licenses and authorizations required for such compliance. Without limiting the foregoing,
1. Partner represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports,
2. Partner shall not permit users to access or use the Service in violation of any U.S. export embargo, prohibition, or restriction, and
3. Partner shall comply with all laws regarding the transmission of technical data exported from the United States and the country in which its users/customers are located.

24. DATA PRIVACY POLICY – Protecting each Party’s confidential information is a priority and therefore, the Parties each agree that this Data Privacy Policy clause shall govern all data collection and usage during the Term. In order to provide the Services, Argo may collect certain pieces of information from Partners such as Business Names and Addresses; customers' names/addresses/email addresses, and phone numbers. Additional information collected in conjunction with the Services may include billing and credit card information, including bank account information. Regardless of the nature of the information, Argo may collect from Partner during the Term and in conjunction with the Services, Argo will not sell, rent, or lease Partner’s personal identifiable information to third parties. Argo may share data with its trusted partners, but only as required in the furtherance of the performance of Services for the benefit of Partner. Such third parties are prohibited from using Partner’s information, except for the express purpose of providing Argo with services, as required, and in furtherance of Argo’s performance of the Services. Furthermore, Argo and any third-party partners are under strict requirements to maintain the confidentiality of such information, in accordance with industry standards and expectations.

Argo may disclose Partner’s information, without notice, if required to do so by law or in the good faith belief that such action is necessary to (a) conform to the edicts of the law or comply with legal process served on Ago; (b) protect and defend the rights or property of Argo; and/or (c) act under exigent circumstances to protect the personal safety of Partner, Argo, or the public.

Argo may collect and maintain anonymous demographic, shipping, and order information or other data, which is not unique to Partner, as part of its Services.

Argo secures Partner’s information from unauthorized access, use, or disclosure. When personal information (such as a credit card number) is transmitted to other websites, it is protected through the use of Argo’s payment processors encryption, such as the Secure Sockets Layer (SSL) protocol.

Argo seeks to take appropriate security measures to protect against unauthorized access to or alteration of partner’s information. Unfortunately, no data transmission over the Internet or any wireless network can be guaranteed to be 100% secure. As a result, while Argo strives to protect Partner’s information, Partner acknowledges that: (a) there are security and privacy limitations inherent to the Internet that are beyond Argo’s control; and (b) security, integrity, and privacy of any and all information and data exchanged between Argo and Partner cannot be guaranteed.

Partner acknowledges and agrees that it too may collect, from time-to-time, information from Argo that may be deemed privileged and confidential. Partner represents and warrants that it shall abide by the same standards and procedures as Argo, when protecting Partner’s data, as outlined above.

25. INTELLECTUAL PROPERTY RIGHTS – Notwithstanding any provisions within the Agreement or a Service Order, the Parties expressly agree that Argo shall maintain all right, title and interest of whatever nature, including ownership, use, and licensing rights, to any and all intellectual property used, disclosed, shared, discovered, invented, or made available to Partner during the Term. Intellectual property shall include, but is not limited to, all ideas, know-how, data (including research and study analysis data and results) software, programs, inventions, designs, patents copyrights, trademarks, etc., and Partner acknowledges and agrees that it shall work in good faith with Argo to take all necessary or desirable actions to protect Argo’s intellectual property, and shall not disclose such without the express written consent of Argo. Failure to protect Argo's intellectual property, through reasonable standards and expectations, shall result in Partner’s liability and Argo will pursue legal action in accordance with all state and federal laws.

26. INJUNCTIVE RELIEF – Partner acknowledges and agrees that actual or threatened violation of the Agreement will cause irreparable harm to Argo, which harm cannot adequately be remedied by money damages alone or other remedy at law. Partner acknowledges that, to prevent such harm to Argo, Argo shall be entitled to temporary, preliminary, and permanent injunctive relief, as well as other relief that may be appropriate. Partner further acknowledges that the terms and restrictions in the Agreement are reasonable and necessary to protect legitimate business interests of Argo, including Argo’s Confidential Information. Partner knowingly and intentionally waives any claim that irreparable harm will not occur to Argo as a result of Partner’s actual or threatened breach of the Agreement, and Partner may not assert such a claim in any action in which Argo seeks to enforce the Agreement.

27. INDEMNIFICATION – Each Party (“Indemnitor”) shall indemnify, hold harmless, and (at Indemnitee’s option) defend the other Party and its affiliates, and each of their employees, directors, shareholders, managers, members, trustees, officers, contractors, volunteers, representatives, agents, insurers, and assigns (collectively, the “Indemnitee(s)”) from and against any and all actual or alleged claims, damages, judgments, costs, fees, expenses (including reasonable attorney fees and disbursements), liabilities, and losses (collectively, the “Claims”) arising out of or in connection with: (a) a breach of any representation, warranty, or obligation under this Agreement; or (b) the Indemnitor’s general business operations, except to the extent such Claims result from the gross negligence or willful misconduct of the Indemnitee. Partner specifically agrees to indemnify, hold harmless, and (at Argo’s option) defend Argo and its Indemnitees from any Claims arising out of or related to Partner’s business operations, including but not limited to its products, services, employees, contractors, agents, or customers, except to the extent such Claims are the result of Argo’s gross negligence or willful misconduct. Neither Party shall be required to indemnify or defend any Indemnitee against any injury, loss of life, or damage to the extent caused by the Indemnitee’s gross negligence or willful misconduct. The indemnification obligations under this Section shall survive the termination or expiration of this Agreement.

28. LIMITATIONS OF LIABILITY – EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM LOSS OF USE, LOSS OF PROFITS, INTERRUPTION OF BUSINESS, LOST GOODWILL, LOST REVENUE, AND LOST OPPORTUNITY) ARISING OUT OF OR RELATING TO ANY OF THE TERMS OR CONDITIONS OF THE AGREEMENT OR ITS PERFORMANCE HEREUNDER.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, ARGO'S TOTAL LIABILITY TO THE OTHER PARTY FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF OR RELATING TO THE AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION, SHALL BE LIMITED TO THE TOTAL COMPENSATION PAID TO ARGO BY THE OTHER PARTY UNDER THE AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.

THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF DAMAGES APPLIES EVEN IF A PARTY HAD OR SHOULD HAVE HAD KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY AND EXCLUSION OF DAMAGES SHALL APPLY WHETHER A CLAIM IS BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHERWISE, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.

29. NOTICES – Except as otherwise noted herein, any notice required herein shall be sent via certified mail, return receipt requested to the addresses of a Party indicated in the applicable Service Order.

30. AMENDMENTS – The Agreement may not be modified except in writing signed by each of the Parties.

31. ENTIRE AGREEMENT – This Agreement sets forth the entire understanding and agreement of the Parties with respect to the subject matters and is the result of settlement negotiations between the Parties with the participation of the Parties’ respective legal counsel in said negotiations. The Agreement as stated supersedes any prior or contemporaneous oral and/or written agreements or representations, if any, between the Parties; that the terms of the Agreement are contractual and not mere recitals, and the Parties acknowledge that no promise or agreement not included in the Agreement has been made, but that they are relying solely upon their own judgment after consultation with their respective attorney or attorneys.

32. APPLICABLE LAW, JURISDICTION, AND VENUE – The Agreement shall be interpreted in accordance with the laws of the State of Utah, within the Fourth District Courts located in Utah County, Utah.

33. SEVERABILITY – Should any provision of the Agreement be found void, voidable, or nullified by a Court of jurisdiction, the remaining provisions shall remain in full force and effect.

34. KNOWING AND VOLUNTARY AGREEMENT – The Parties agree and acknowledge that they have read the Agreement, understand its contents, and have consulted with their respective attorney or attorneys, and enter into the Agreement voluntarily and with full understanding.

35. MEDIATION – The Parties agree that prior to filing a lawsuit, any dispute relating to the Agreement shall first be addressed through good faith negotiations between the Parties in an effort to resolve the dispute. If, after good faith negotiations, no resolution has been achieved the Parties shall then be required to submit to mediation in an effort to resolve the dispute. Mediation is a process in which the parties meet with an impartial person who helps resolve the dispute informally and confidentially. Mediators cannot impose a binding decision on the Parties, and therefore, the Parties must agree before any settlement is binding. The Parties will jointly appoint an acceptable mediator and share equally in the cost of such mediation, each to bear their own attorney’s fees. If mediation fails, the Parties shall be entitled to seek a resolution through any other means that may be available under law (e.g., filing a lawsuit). Nothing in this Section shall prohibit any Party from seeking emergency legal or equitable relief, pending mediation. This Section shall survive the Termination of the Agreement.

36. SUCCESSORS – The Agreement shall inure to and bind the successors, assigns, heirs, devisees, executors, administrators, and personal representatives of the respective Parties hereto.

37. ATTORNEY’S FEES AND COSTS – In the event of any litigation arising here from, the prevailing Party shall be entitled to collect from the non-prevailing Party all costs of litigation and collection including, but not limited to, attorney’s fees and costs of suit and collection.

38. NON-DISPARAGEMENT – Each Party agrees that during the term of the Agreement and at all times thereafter, it shall not, and shall ensure that its officers, directors, employees, agents, and representatives do not, make any disparaging, derogatory, or negative statements, whether written or oral, about the other Party, its affiliates, or their respective businesses, products, services, officers, directors, or employees, to any person or entity, including but not limited to customers, clients, investors, vendors, and the media, through any medium, including social media, public forums, or private conversations. Notwithstanding the foregoing, this provision does not restrict a Party from making truthful statements required by law, regulation, or legal process; communicating about the other Party in the context of performing its obligations under this Agreement; or discussing any disputes in a confidential mediation or arbitration proceeding. The Parties acknowledge that any breach of this provision may cause irreparable harm for which monetary damages may be inadequate, and the non-breaching Party may seek injunctive relief in addition to any other remedies available at law or in equity.

39. SURVIVAL – Notwithstanding the termination or expiration of this Agreement, any provisions that by their nature or express terms are intended to survive such termination or expiration shall remain in full force and effect. Such provisions include, without limitation, obligations related to confidentiality, indemnification, non-disparagement, intellectual property rights, payment obligations for amounts accrued prior to termination, and limitations of liability.