A. Client sells certain products on Amazon.com (“

Amazon

”).

B. Liquidator offers certain liquidation, purchasing, and sales services related to products sold through Amazon, including but not limited to proprietary software that facilities liquidation, purchasing, and sales of products sold through Amazon (collectively, the “Services”).

C. Client wishes to engage Liquidator for the Services, pursuant to the terms of this Agreement.

The parties therefore agree as follows:

1. Acceptance and Changes. By clicking “Accept”, accessing, or otherwise using the Services, Client agree to the terms of this Agreement. If Client does not agree to this Agreement, then Client’s sole remedy is to cease using the Services. Liquidator reserves the right to change this Agreement at any time, and the changes will be effective when posted on Liquidator’s website or when Liquidator notifies Client by other means. Liquidator may also change the Services, in whole or in part. Client’s continued use of the Services indicates Client’s agreement to any such changes.

2. Client Acknowledgments and Agreements. Client agrees that:

A. Amazon Seller Central Access. The Services may require access to Client’s (or Client’s agents’) Amazon Seller Central data for the purposes of (i) creating or canceling removal, liquidation, or disposal orders; (ii) analyzing payments, fees, or any order; (iii) analyzing liquidation data; and (iv) any other purpose reasonably related to the Services. In the event Client clicks “Connect Amazon Account”, Client hereby grants such access and shall complete Amazon’s consent form to authorize Amazon to share certain information with Liquidator.

B. Removal, Liquidation, and Disposal. Upon authorizing Liquidator for any removal, liquidation, or disposal, Client shall configure its Amazon Seller Central account to allow scheduled removal, liquidation, and disposal orders. Liquidator shall not be held liable or responsible for correcting any errors or inconveniences caused by any unintended removal of Client’s inventory.

C. Shipment Responsibility. Client shall cause it products to be sent to Liquidator’s facilities, but Liquidate is not responsible for any products until Liquidator receives the products at Liquidator’s facilities.

D. Preliminary Pricing. Any preliminary pricing provided by Liquidator through its software to Client solely constitutes an estimate, and Liquidator may, in its sole discretion, adjust such pricing following Liquidator’s physical inspection of Client’s products after Liquidator receives such products at Liquidator’s facilities.

E. Prohibited Products. Liquidator has the sole right, at its sole discretion, to refuse the delivery of or to dispose of any products without any payment or compensation to Client in the event the Products are: (i) flammable, hazardous, or explosive; (ii) are near expiration or are expired; (iii) in unsellable condition; or (iv) counterfeit or illegal (collectively, the “Prohibited Products”). Liquidator may involve any applicable government authorities in the event Client sends Liquidator any Prohibited Products and may share Client’s information with such applicable government authorities. In the event Liquidator refuses delivery of any Prohibited Products, Client shall be responsible for any costs associated with the return of the Prohibited Products to Client. In the event Liquidator incurs any costs with the disposal of the Prohibit Products, Client shall also be responsible for such costs.

F. Set Off. Liquidator shall have the right to set off against any sums due to Client hereunder any claims Liquidator may have against Client under this Agreement, including but not limited to the costs contemplated in Section 2(E) above, without prejudice to the rights of the parties with respect to such claims.

G. Payment to Client. Liquidator shall pay to Client any payments for the approved products received by Liquidator within the first ten (10) business days of the month following the month in which Liquidator receives, reviews, and approves such products. For clarity and by way of example only, if Liquidator receives, reviews, and approves Client’s products in the month of July, Liquidator shall pay to Client the amounts due for the products within the tenth (10th) business day of August.

H. Authorization. Client states that is a duly authorized wholesaler, distributor, or retailer for all of the products that Client sends to Liquidator. Upon Liquidator’s written request, Client shall promptly provide written proof of such authorization. Client also agrees to allow Liquidator to become a registered agent of any registered brand that Client owns through Client’s Amazon Seller Central account, and Client shall provide all reasonable assistance, upon notice from Liquidator, to assist with the foregoing.

I. Sales of Products. Liquidator may (but is not obligated to) sell any products that Liquidator receives from Client: (i) on Amazon as “used”; or (ii) through any other selling platform or method; and Liquidator alone shall determine the terms of such sales.

3. Termination and Effect of Termination.

A. Termination. Liquidator may terminate this Agreement for any reason, upon written notice to Client. Client may terminate this Agreement for any reason, upon thirty (30) days’ prior written notice.

B. Effect of Termination. In the event of termination:

i. If products from Client are in transit, the parties agree that the products shall be returned to Client, at Client’s cost.

ii. If products from Client have been received by Liquidator but have not yet been reviewed and approved by Liquidator, the parties agree that the products shall be returned to Client, at Client’s cost.

iii. If products have been received, reviewed, and approved by Liquidator, if: (i) Liquidator is terminating due to Client’s breach of this Agreement, Liquidator shall not be liable for any payments due for the products; or (ii) if this Agreement is terminated for any other reason, Liquidator shall pay Client the amounts due for the Products pursuant to Section 2(G), above.

4. Eligibility and Accounts. The Services are solely for access and use by Client. By using the Services, Client states that: (i) it has the right, authority, and capacity to enter into this Agreement; and (ii) all information provided by Client is true and accurate. Client is responsible for any employee or agent of Client that accesses the Services or any third party that gains access to the Services as a result of Client’s failure to use reasonable security precautions, even if such use was not authorized by Client.

5. License Grant and Limitations.

(A) License. Client agrees that the Services, and the underlying software, are licensed, not sold. All intellectual property rights in the Services are owned by Liquidator and are protected by law, including but not limited to United States copyright, trade secret, and trademark law, as well as other applicable laws and international treaty provisions. Client is only granted certain limited rights to access and use the underlying software, and Liquidator reserves all other rights in the software not granted to Client in writing herein. As long as Client complies with this Agreement and any other agreements that apply to Client’s use of the software, Liquidator grants Client a limited, nonexclusive, nontransferable, revocable license to use the software only for term of this Agreement and only for the purposes described by Liquidator for the software.

(B) Limitations. Client shall not, and shall not permit any other person to, access or use the software except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, Client shall not, except as this Agreement expressly permits:

(i) copy, modify, or create derivative works or improvements of the software;

(ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the software to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;

(iii) reverse-engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the software, in whole or in part;

(iv) bypass or breach any security device or protection used by the software or access or use the software other than by the use of Client’s authorized means;

(v) input, upload, transmit, or otherwise provide to or through the software, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code;

(vi) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the software or Liquidator Systems;

(vii) remove, delete, alter, or obscure any documentation, warranties or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights from the software;

(viii) access or use the software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party or that violates any applicable law;

(ix) access or use the software for purposes of competitive analysis of the software or for the development, provision, or use of a competing software service or product or any other purpose that is to Liquidator’s detriment or commercial disadvantage; or

(x) otherwise access or use the Software beyond the scope of the authorization granted under this Section 5.

6. Security and Data.

(A) Client’s Responsibility. Client has and will retain sole responsibility for: (i) all of Client’s data; and (ii) all information, instructions, and materials provided by or on behalf of Client in connection with the use of the Services. Client expressly agrees that: (x) the software may be programmed to perform routine data backups from time to time; however, the use of the software does not replace the need for Client to maintain regular data backups or redundant data archives; and (y) LIQUIDATOR HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CLIENT DATA.

(B) Access. Client shall employ all physical, administrative, and technical controls, screening and security procedures, and other safeguards necessary to: (i) securely use and and protect against any unauthorized access to or use of the Services and the underlying software; and (ii) control the content and use of Client data, including the uploading or other provision of Client data for processing by the Services.

7. DISCLAIMERS.

(A) AS IS. CLIENT’S USE OF THE SERVICES IS ENTIRELY AT CLIENT’S OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIQUIDATOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. LIQUIDATOR DOES NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT, OR DESTRUCTION.

(B) COMPLIANCE.LIQUIDATOR DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT CLIENT’S USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION.

(A) DAMAGES CAP AND NO SPECIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF LIQUIDATOR FOR ALL CLAIMS RELATING TO THIS AGREEMENT AND THE SERVICES SHALL BE LIMITED TO THE AMOUNTS RECEIVED BY CLIENT DURING THE SIX (6) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, LIQUIDATOR IS NOT LIABLE FOR ANY OF THE FOLLOWING: (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (ii) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET LIQUIDATOR SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF LIQUIDATOR AND CLIENT’S EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND THEIR USE.

B. Indemnification. Client agrees to indemnify and hold Liquidator harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of Client’s use of the Services or breach of this Agreement (collectively referred to as "Claims"). Liquidator reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. Client agree to reasonably cooperate as requested by Liquidator in the defense of any Claims.

9. Force Majeure.

A. Definition. A “Force Majeure Event” means any event or circumstance that prevents a party from performing an obligation under this Agreement and that: (i) is not reasonably anticipated by the affected party; and (ii) is not within the reasonable control of the affected party. Force Majeure Events include the following types of events and circumstances (but only to the extent that such events or circumstances satisfy the requirements in the preceding sentence): acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.

B. No Liability. Neither party will be liable for any delay or failure in performance of this Agreement due to a Force Majeure Event; provided, that such event is not the result of the negligence or fault or the failure to act by the affected party and cannot reasonably be circumvented or its effects mitigated by the non-performing party through the use of alternate sources, work-around plans, or other means; provided, further, that the affected party: (i) provides prompt notice of such Force Majeure Event to the other party (including the particulars of the Force Majeure Event and an estimate of its expected duration and probable impact of the affected party’s obligations under this Agreement); (ii) exercises reasonable efforts to continue to perform its obligations under this Agreement; and (iii) provides prompt notice to the other party of the cessation of the Force Majeure Even. If a Force Majeure Event exceeds, or is reasonably expected to exceed, thirty (30) consecutive days, either party may terminate this Agreement upon written notice.

10. Client Delay. Liquidator is not responsible or liable for any late delivery or delay or failure of performance caused in whole or in part by Client’s delay in performing, or failure to perform, any of its obligations under this Agreement.

11. Miscellaneous.

(A) Headings.The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

(B) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between this Agreement and any other document(s), the terms of this Agreement shall control.

(C) Assignment.Client shall not assign or otherwise transfer any of Client’s rights, or delegate or otherwise transfer any of Client’s obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Liquidator’s prior written consent. No delegation or other transfer will relieve Client of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Agreement is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

(D) No Third-party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

(E) Severability.If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(F) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Ohio. Any legal suit, action, or proceeding arising out of this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio in each case located in the city of Columbus and County of Franklin, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

(G) Equitable Relief.Client acknowledges and agrees that a breach or threatened breach by Client of any of Client’s obligations would cause Liquidator irreparable harm for which monetary damages would not be an adequate remedy and Client agrees that, in the event of such breach or threatened breach, Liquidator will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

(G) Equitable Relief.Client acknowledges and agrees that a breach or threatened breach by Client of any of Client’s obligations would cause Liquidator irreparable harm for which monetary damages would not be an adequate remedy and Client agrees that, in the event of such breach or threatened breach, Liquidator will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

(H) Notice. All notices that are required under this Agreement shall be in writing and sent to the emails of the respective parties as such emails are designated in writing by the parties, from time to time.

12. Definitions. As used in this Agreement, the following defined terms have the following meanings:

“Liquidator Systems”means the information technology infrastructure used by or on behalf of Liquidator in offering the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Liquidator or through the use of third-party services.