KS Multi-Channel Fulfillment Customer Agreement

This KS Multi-Channel Fulfillment Customer Agreement (the “Agreement”) outlines the terms and conditions governing your access to and use of the Services (as defined below). It serves as an agreement between you or the entity you represent (“you” or “your”) and KSwarehousing.com Services, LLC, including its applicable Affiliates (collectively, “KS,” “we,” “us,” or “our”). This Agreement becomes effective when you click the “Register” button on our site (the “Effective Date”). By registering for or using the Services, you, on behalf of yourself or the business you represent, agree to comply with the terms of this Agreement, including any associated Service Terms. All capitalized terms are defined within this Agreement.

1. Use of the Services

1.1 General Use

You are permitted to access and use the Services in accordance with this Agreement. You agree to adhere to all terms and applicable laws while using the Services. We reserve the right to immediately suspend services or refuse to fulfill orders containing unlawful or prohibited items as outlined in the Service Terms. Additionally, we may modify or discontinue any part of the Services at any time without notice, except where notice is required by applicable law.

1.2 Account Requirements

To access the Services, you must establish an account associated with a valid email address and payment method. Any personal data you provide will be managed in line with our Privacy Notice. Unless otherwise permitted in the Service Terms, you are allowed to create only one account per email address.

2. Fees and Payments

2.1 Service Fees

Service fees and charges are calculated and billed on a monthly basis. If we suspect fraudulent activity or risk of non-payment, we may bill you more frequently. You are required to pay applicable fees using one of the supported payment methods. All amounts owed must be paid in full, without set-off, counterclaims, deductions, or withholdings.

Fees become effective upon being communicated to you or posted on our site, unless otherwise stated. We reserve the right to increase existing fees or introduce new fees for current services, provided we give you at least 30 days’ notice. Late payments may incur interest charges at a rate of 1.5% per month, or the highest rate permitted by law, whichever is lower.

2.2 Taxes

Each party is responsible for identifying and paying all applicable taxes, fees, and other governmental charges, including penalties and interest, as required by law.

For additional details or questions regarding this Agreement, refer to our Service Terms or contact KSwarehousing.com Services, LLC directly.

Transactions and Payments
All fees you pay under this Agreement are exclusive of Indirect Taxes unless required otherwise by applicable law. We may charge and you agree to pay any applicable Indirect Taxes that we are legally required or authorized to collect. You must provide us with all necessary information to determine our obligation to collect Indirect Taxes from you.

All payments you make under this Agreement must be free of deductions or withholdings as required by law. If any deductions or withholdings (including cross-border withholding taxes) are necessary, you agree to pay additional amounts so that we receive the full amount due under this Agreement. Upon request, we will provide you with tax forms to help reduce or eliminate such deductions or withholdings.

3. Term and Termination

3.1 Term:
This Agreement takes effect on the Effective Date and remains in effect until terminated as described herein.

3.2 Termination:
(a) Termination for Convenience:
You may terminate this Agreement or your account at any time by notifying us through Our Site, email, or other available means. We may terminate this Agreement or your account for convenience with 30 days' advance notice.

(b) Termination for Cause:
We may immediately suspend or terminate your account or this Agreement if:

• Your account is or may be used for fraudulent, deceptive, or illegal activities.
• Your use of the Services harms, or is identified as potentially harmful to, other merchants, customers, or our legitimate interests.
• You materially breach this Agreement and fail to resolve the breach within 7 days of a notice (or a shorter period if your breach exposes us to liability).
• Termination is required by law.

3.3 Effect of Termination:
Upon termination, all rights and obligations under this Agreement immediately cease except:

• You remain responsible for fulfilling obligations related to transactions initiated before termination and for liabilities accrued before or resulting from termination.
• Sections 2, 3, 4, 5, 6, 7, 8, and 12, as well as the Service Terms outlined in Section A-13, will survive termination.

4. Licenses

(a) We, our affiliates, or our licensors retain ownership of all rights, titles, and interests in the Services. We grant you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to access and use the Services in compliance with this Agreement. You agree not to:

1. Modify, alter, or create derivative works of any software included in the Services.
2. Reverse engineer, disassemble, or decompile the Services to derive source code.
3. Resell or sublicense the Services.

(b) We do not acquire ownership of Your Materials under this Agreement. However, you grant us a royalty-free, non-exclusive, worldwide license to use, reproduce, display, distribute, and translate Your Materials as necessary for the Services. This license extends to sublicensing these rights to our affiliates. We will not alter your trademarks except to resize them for presentation while maintaining their original proportions.

Nothing in this Agreement limits our right to use Your Materials without additional permissions when allowed by law (e.g., fair use). Furthermore, this Agreement does not restrict any rights to Your Materials granted to us under applicable Policies or other agreements.

For further details, refer to the complete Agreement or contact us.

Representations, Warranties, and Disclaimers

5.1 Mutual Representations and Warranties
Both parties represent and warrant that:

• (a) They possess the authority and capacity to enter into and execute this Agreement.
• (b) The execution and delivery of this Agreement have been duly authorized.
• (c) They will comply with all applicable laws, rules, regulations, and ordinances related to the performance of this Agreement (including, for you, compliance in using the Services).
• (d) Their performance under this Agreement will not violate any other agreement to which they are bound.

5.2 Warranty Disclaimers
THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION PROVIDED OR MADE AVAILABLE THROUGH THE SERVICES, ARE OFFERED "AS-IS." BY USING THE SERVICES, YOU ACCEPT THAT:

• (i) We and our affiliates disclaim any warranties regarding this Agreement or the Services, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
• (ii) No implied warranties arise from a course of dealing, course of performance, or usage of trade.
  We do not guarantee that the Services will meet your requirements, operate without interruption, or be secure, timely, or error-free. Additionally, we are not responsible for service interruptions, such as system failures, that might affect the processing or completion of transactions.

6.1 Your Indemnification Obligations
You agree to defend, indemnify, and hold us (along with our officers, directors, employees, and agents) harmless from any third-party claims, losses, damages, costs, or liabilities (including reasonable attorneys' fees) arising from or relating to:

• (a) Your non-compliance with applicable laws.
• (b) Your Products, including their sale, fulfillment (except where attributable to the Services), refunds, cancellations, returns, adjustments, materials, infringement of intellectual property rights, personal injury, death (not caused by us), or property damage.
• (c) Your Taxes, duties, or failure to meet tax obligations.
• (d) Breach of any representations made by you.

6.2 Our Indemnification Obligations
We agree to defend, indemnify, and hold you (and your officers, directors, employees, and agents) harmless from any third-party claims arising from or relating to:

• (a) Our non-compliance with applicable laws.
• (b) Claims that the Services infringe or misappropriate a third party's intellectual property rights.

6.3 Process
If an indemnified claim could negatively impact us, we may, at our own expense and to the extent permitted by law, participate in the proceedings. You must not settle any claim or agree to any judgment without our prior written consent unless the claim exclusively involves you.

6.4 Third-Party Claims
As we are not involved in transactions between you and third parties, any disputes arising between you and third parties are resolved independently. You release us (and our affiliates, agents, and employees) from any claims, demands, or damages—known or unknown, disclosed or undisclosed—arising out of such disputes.

7 Limitations of Liability

WE SHALL NOT BE LIABLE UNDER ANY THEORY (CONTRACT, WARRANTY, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE) FOR:

• Costs, recovery, or recoupment of any investment you or your affiliates made in connection with this Agreement.
• Loss of profit, revenue, business, or data.
• Punitive or consequential damages, even if we were aware of the possibility of such damages.

Our total liability for any claims arising from or related to this Agreement will not exceed the total fees you paid to us for the relevant Services during the six months preceding the event that gave rise to the claim.

8 Insurance

You agree to maintain, at your own expense, commercial general and product liability insurance throughout the Term. This insurance must include coverage of at least $1,000,000 USD per occurrence for liabilities arising from your products and business operations. Coverage must include commercial general liability, product liability, products/completed operations, and bodily injury, and must list KS and its assignees as additional insureds. This insurance will serve as primary coverage to any insurance held by KS and must waive rights of subrogation. Upon request, you must provide KS with certificates of insurance at the following address:
c/o KS, 41 Monsall Street, Manchester, M40 8RH, United Kingdom, Attention: Risk Management.

9 Notice

We will provide notices under this Agreement through postings on Our Site, email notifications, or other similar means. You must direct all notices and communications to KS through the Selling Partner Support team via the Supply Chain Portal, email, the Contact Us form, or comparable methods. We may also communicate with you electronically or through other media, to which you consent. You are responsible for ensuring that your contact information, including email addresses, is accurate and up to date at all times.

10 Modifications

10.1 Advance Notice of Changes
We will provide at least 15 days’ notice for changes to this Agreement as outlined in Section 9.

10.2 Immediate Changes
We may modify the Agreement with immediate effect for:

• (a) Legal, regulatory, fraud prevention, or security reasons.
• (b) Changes to existing features or the addition of new features, provided these do not materially affect your use of the Services.
• (c) Restrictions on products or activities deemed unsafe, inappropriate, or offensive.

Notification of such changes will be provided as outlined in Section 9.

10.3 Acceptance of Changes
Continued use of the Services after the effective date of any modification constitutes your acceptance of the changes. If you do not accept a change, you must discontinue using the Services and terminate the Agreement in accordance with Section 3.

11 Password Security

Any password provided by us may only be used during the Term to access the Services. You are responsible for maintaining the security of your password and may not disclose it to third parties, except those authorized to act on your behalf per this Agreement. You are solely accountable for all actions taken under your password. If your password is compromised, you must immediately update it.

Miscellaneous

12.1 Independent Contractors
Both parties operate as independent contractors. This Agreement does not create a partnership, joint venture, agency, franchise, employment, or exclusive relationship. Neither party may make representations or commitments on behalf of the other.

12.2 Governing Law and Dispute Resolution
This Agreement is governed by the laws of the United Kingdom. Disputes will be resolved through binding arbitration under the UK Arbitration Association’s commercial rules, with limited exceptions as detailed in the Agreement. Arbitration decisions may be appealed per the AAA’s Optional Appellate Arbitration Rules.

12.3 Trade Compliance
You must not engage in transactions prohibited by applicable sanctions or export regulations. You affirm that you and any related entities are not subject to sanctions or listed as prohibited parties by relevant authorities.

12.4 Case Studies and Suggestions
You grant KS the irrevocable right to use any Case Studies or Suggestions you provide for marketing purposes. You warrant that such materials do not infringe third-party rights and are not subject to licenses requiring their free distribution.

12.5 Assignment
You may not assign this Agreement without KS’s prior written consent, except to an Affiliate under specific conditions. KS may assign its rights and obligations without restriction under certain circumstances.

12.6 Force Majeure
KS is not liable for delays or failures caused by events beyond its reasonable control, including natural disasters, war, civil unrest, pandemics, government actions, or other force majeure events.

12.7 Entire Agreement
This Agreement, including incorporated Policies, constitutes the complete agreement between the parties. It supersedes prior agreements or representations and overrides conflicting terms from other documents.

12.8 No Waivers
Failure to enforce any provision does not constitute a waiver of future enforcement rights. Waivers must be explicitly provided as outlined in Section 9.

12.9 Severability
If any part of this Agreement is deemed invalid or unenforceable, the remaining provisions will remain effective, with invalid portions adjusted to reflect the original intent.

12.10 No Third-Party Beneficiaries
This Agreement grants no rights to entities not party to the Agreement.

12.11 Language
All communications and notices must be in English. In case of discrepancies, the English version of the Agreement prevails.

12.12 Confidentiality and Publicity
You may only use KS’s confidential information for purposes allowed under this Agreement. Such information must not be disclosed for five years following the Term’s end. Public communications about this Agreement or the Services require prior approval from KS.

13 Definitions

Affiliate
An "Affiliate" refers to any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.

KS Confidential Information
"KS Confidential Information" encompasses all nonpublic information disclosed by us, our affiliates, business partners, or their employees, contractors, or agents, that is either designated as confidential or, based on the nature of the information or circumstances of disclosure, should reasonably be understood as confidential. This includes:

• (a) Nonpublic information about our or our affiliates' or business partners’ technology, customers, business plans, marketing activities, finances, and other business operations.
• (b) Information from third parties that we are obligated to keep confidential.
• (c) The nature, content, and existence of any discussions or negotiations between you and us or our affiliates.

Exclusions: KS Confidential Information does not include information that:

• (i) Becomes publicly available without a breach of this Agreement.
• (ii) Is demonstrably known to you at the time of disclosure, as evidenced by documentation.
• (iii) Is lawfully received from a third party without breach of confidentiality.
• (iv) Is independently developed by you without reference to KS Confidential Information, as demonstrated by documentation.

Case Studies
"Case Studies" refers to written or recorded testimonials or studies related to the Services.

Content
"Content" refers to copyrightable works and database-protected materials under applicable laws.

Governing Courts
"Governing Courts" are the applicable state or federal courts located in King County, Washington.

Indirect Taxes
"Indirect Taxes" refers to applicable taxes and duties, including but not limited to VAT, Service Tax, GST, excise taxes, sales taxes, transaction taxes, and gross receipts taxes.

Intellectual Property Right
"Intellectual Property Right" includes any patent, copyright, trademark, domain name, moral right, trade secret, or other intellectual property rights under any law, including rights of registration, renewal, and remedies for violations or infringements.

Law
"Law" means any legal requirement, regulation, rule, ordinance, judgment, order, or similar directive enacted by a competent government authority.

Our Site
"Our Site" refers to https://kswarehousing.com or any successor or related website designated by us and referencing this Agreement.

Person(s)
"Person(s)" refers to any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division, or other entity, whether or not legally distinct.

Policies
"Policies" include the Service Terms, Privacy Notice, and Program Policy.

Privacy Notice
The "Privacy Notice" is located at KS Warehousing Privacy Policy or any successor location designated by us, as updated from time to time.

Program Policy
"Program Policy" refers to all policies and terms provided on the Program Policy page.

Service Terms
"Service Terms" refers to the specific rights and restrictions for Services, found at https://kswarehousing.com/ks/service-terms or any updated location designated by us.

Services
"Services" refers to Multi-Channel Fulfillment and any related services or materials we provide.

Suggestions
"Suggestions" include any proposed improvements to the Services provided by you to us.

Technology
"Technology" includes:

• (a) Ideas, procedures, processes, systems, methods, principles, and discoveries protectable under applicable laws.
• (b) Interfaces, APIs, protocols, libraries, specifications, grammars, and data formats.
• (c) Software, hardware, code, or other functional technological components.

Term
"Term" refers to the duration of this Agreement as outlined in Section 3.1.

Trademark
"Trademark" includes any trademark, service mark, trade dress, trade name, logo, or other source identifier protectable under applicable laws.

Your Materials
"Your Materials" includes all Technology, Trademarks, Content, product information, data, and other materials provided by you or your Affiliates to us or our Affiliates.

Your Product
"Your Product" refers to any product or service processed or fulfilled through the Services by you.

Your Taxes
"Your Taxes" encompasses all taxes and duties, including Indirect Taxes, incurred or required in connection with the advertisement, offer, or sale of your products or any related actions by you or your Affiliates.