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Warehouse Agreement

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WAREHOUSING AND DISTRIBUTION AGREEMENT

THIS WAREHOUSING AND DISTRIBUTION AGREEMENT (the “Agreement”) is made as of __ (the “Effective Date”), by and between _ _ (“Client”) with an address at _ __ and River Source, LLC, a Delaware limited liability company (“River Source”) with an address at 7860 Paramount Blvd, Pico Rivera, CA, 90660. Each of Client and River Source shall be referred to as a “Party” and collectively, as the “Parties.”

1. SERVICES

During the Term (defined below) of this Agreement, River Source agrees to provide distribution and warehousing services for Client at the warehouse facility located at 4941 Eastern Ave., Bell, California (the “Facility”). In providing such services, River Source will be considered a warehouseman as described in Article 7 of the Uniform Commercial Code in effect in the State of California (“UCC”), and is entitled to all rights described therein. River Source shall have the sole discretion to select the area within such Facility to store Client’s merchandise (the “Goods”). Client acknowledges and agrees that the Facility is not meant to be used for long term storage, and is used solely as a receiving and prepping facility for Amazon FBA sellers. A warehouse handling charge shall be made for placing goods in storage and for removing goods to a platform for delivery, as set forth in the Schedule of Rates described in Section 7 below.

2. TERM

This Agreement shall commence on the Effective Date and shall continue on a month-to-month basis thereafter (the “Term”). Subject to the obligations of the Parties contained herein, this Agreement may be terminated at any time by either Party upon delivery of thirty (30) days prior written notice to the other Party.

3. SHIPMENTS TO AND FROM THE FACILITY

Client agrees that all Goods shipped to the Facility shall identify Client on the bill of lading or other contract of carriage as the named consignee, in care of River Source, and shall not identify River Source as the consignee. If, in violation of this Section 3, Goods are shipped to the Facility and identify River Source as consignee on the bill of lading or other contract of carriage (“Misidentified Goods”), Client agrees to immediately notify the appropriate carrier in writing, with copy of such notice to River Source, that River Source is named as consignee as the “in care of party” only and has no beneficial title or interest in the Misidentified Goods. Furthermore, River Source shall have the right to refuse any Misidentified Goods and shall not be liable for any loss, misconsignment, or damage of any nature to the Misidentified Goods in connection with such refusal. Whether River Source accepts or refuses Misidentified Goods shipped in violation of this Section 3, Client agrees to indemnify and hold River Source harmless from any and all claims for transportation, storage, handling and other charges relating to Misidentified Goods, including undercharges, rail demurrage, truck/intermodal detention and other charges of any nature whatsoever.

4. TENDER OF GOODS

Client will advise River Source of its warehousing needs in advance and in sufficient time to allow River Source to make necessary preparations for such needs. All Goods for storage shall be delivered to the Facility properly marked and packaged for handling. Client shall furnish at or prior to each delivery of Goods, a manifest showing marks, brands, or sizes to be kept and accounted for separately, and the class of storage and other services desired. Any of Client’s goods and merchandise by River Source shall constitute “Goods” under this Agreement. In the event that goods tendered for storage or other services do not conform to the description and requirements contained herein, River Source may refuse to accept such goods. If River Source accepts such goods, Client agrees to the rates and charges as may be assigned and invoiced by River Source and to all terms of this Agreement.

5. RIGHT TO REFUSE TO ACCEPT

River Source may refuse to accept any Goods that might cause infestation, contamination or damage to the Facility or to other goods in the custody of River Source, and River Source shall have no liability to Client or any third party for any demurrage, detention, transportation, or other charges by virtue of such refusal.

6. COMPLIANCE WITH LAWS

Client agrees to comply with all applicable laws, rules, regulations, policies, procedures, standards, orders, and general requirements of all applicable governmental, regulatory, and industry bodies and entities, now or hereafter in effect, relating to Client’s performance under this Agreement, and Client shall pay all fees and other charges that may be required in order to comply with such laws, rules, regulations, policies, procedures, standards, orders, and requirements.

7. STORAGE PERIOD AND CHARGES; NO PRORATION

Whenever provision is made herein for a charge by River Source, such charge shall be based upon River Source’s Schedule of Rates (the “Schedule of Rates”) in effect at the time such charge accrues or the service is performed. The Schedule of Rates is available on the website www.riversourcelogistics.com and shall be available there at all times and subject to increase from time to time due to operating cost increases. Client agrees to pay River Source the rates and charges set forth on the Schedule of Rates. River Source requires an ongoing credit card authorization form and will charge the Client’s credit card on the 1st and the 15th of each month for any billable events at which time the Client will be furnished with an invoice from River Source. Storage charges become applicable upon the date that River Source accepts care, custody and control of the Goods, regardless of unloading date or date of issuance of River Source receipt. A full month’s storage charge will apply on all goods received between the first and the 15th day, inclusive, of a calendar month; one-half month’s storage charge will apply on all goods received between the 16th and the last day, inclusive, of a calendar month, and a full month’s storage charge will apply to all goods in storage on the first day of the next and succeeding calendar months.

All charges are net, due and payable without offset or deduction, as set forth in the applicable Schedule of Rates. Billing will occur on the date a shipment is sent or for storage or subsequent charges arising from and related to the handling of the Client’s inventory such as, but not limited to, Customs and Duties fees. Handling-out charges shall be due and payable at the time the entire lot of goods is removed from storage.

8. TRANSFER, TERMINATION OF STORAGE, REMOVAL OF GOODS

Instructions to transfer Goods on the books of River Source are not effective until delivered to and accepted by River Source, and transfer charges up to the time transfer is made are chargeable to Client. If a transfer involves rehandling Goods, additional charges will apply. When Goods in storage are transferred from one Party to another through issuance of a new River Source receipt, a new storage date is established on the date of transfer. River Source reserves the right to move, at its expense, fifteen (15) days after notice is sent by certified mail or overnight delivery to Client, any Goods in storage from the Facility to any other of River Source’s facilities. If the Facility consists of multiple buildings, River Source may without notice move Goods within and between any one or more of the buildings which comprise the Facility. River Source may, upon written notice of not less than fifteen (15) days to Client require the removal of any Goods. Such notice shall be given to the last known place of business of Client. If Goods are not removed before the end of the notice period, River Source may sell such Goods in accordance with applicable law. If River Source believes in good faith that such Goods are about to deteriorate or decline in value to less than the amount of River Source’s lien, established under this Agreement, before the end of the fifteen (15) day notice period, River Source may specify in the notification any reasonable shorter time for removal of such Goods and if such Goods are not removed by such time, River Source may sell them in accordance with applicable law. If (i) as a result of a quality or condition of Goods of which River Source had no notice at the time of deposit, and (ii) such Goods are Hazardous Goods (as defined below), River Source may sell such Goods at a public or private sale without advertisement on reasonable notification to all persons known to claim an interest in such Goods. If River Source is unable to sell such Goods after using reasonable efforts, then it may dispose of them in any lawful manner and shall incur no liability by reason of such disposition. Pending such disposition, sale or return of such Goods, River Source may remove such Goods from the Facility and shall incur no liability to Client or any third party by reason of removal.

9. HANDLING

Handling charges cover the ordinary labor involved in receiving Goods at River Source’s door, placing Goods in storage, and returning Goods to River Source’s door. Unless otherwise agreed in writing, labor for unloading and loading Goods will be subject to a charge. Additional expenses incurred by River Source in receiving and handling damaged Goods, and additional expenses incurred in connection with unloading from or loading into cars or other vehicles not at River Source’s door will be charged to the Client. Labor and materials used in loading vehicles are chargeable to the Client. When Goods are ordered out in quantities less than in which received, River Source may assess Client an additional charge for each order or each item of an order. River Source shall not be liable for any demurrage or detention, any delays in unloading inbound cars, trailers or other containers, or any delays in obtaining and loading cars, trailers or other containers for outbound shipment unless River Source has failed to exercise reasonable care.

10. DELIVERY REQUIREMENTS

No Goods shall be delivered or transferred except upon receipt by River Source of Client’s complete written instructions. Written instructions include, but are not limited to, fax, EDI, e-mail or similar communication. Goods may be delivered upon instruction by telephone in accordance with Client’s prior written authorization, but River Source shall not be responsible for loss or error occasioned thereby. River Source shall use commercially reasonable efforts to comply with all material aspects of instructions ordering out Goods; provided, however, that if River Source is unable to comply with such instructions because of acts of God, war, public enemies, seizure under legal process, strikes, lockouts, riots or civil commotions, or any reason beyond River Source’s control, or because of loss of or damage to Goods for which River Source is not liable, or because of any other excuse provided by law, River Source shall not be liable for failure to carry out such instructions and Goods remaining in storage will continue to be subject to regular storage charges.

11. INVENTORIES AND ADJUSTMENTS

Within thirty (30) days of Client’s written request, and on a mutually agreed date, a joint Client-River Source physical inventory of Client’s Goods will be performed at Client’s expense. All shipping and receiving of Goods will be terminated during the period of the physical inventory. For purposes of determining the net balance of physical units, all shortages and overages for the applicable inventory period, after taking account of a shrinkage allowance of .5% of the total inventory throughput of the Facility over the prior 24 months (overages and shortages will be combined to determine shrinkage), shall be reconciled by stock keeping unit. If there is a shortage for the inventory period, after netting across stock keeping units, the “dollar amount” (number of units multiplied by the applicable limitation of liability set forth in Section 14 less the .5% shrinkage allowance) shall be payable to Client by River Source. River Source shall be liable for loss of Goods due to inventory shortage or unexplained or mysterious disappearance of Goods only if Client establishes such loss occurred because of River Source’s failure to exercise the care required of River Source under Section 15. Any presumption of conversion imposed by law shall not apply to such loss and a claim by Client of conversion must be established by affirmative evidence that River Source converted the Goods to River Source’s own use.

If there is an overage for the inventory period, (a) adjustments will be made to inventory books and records, and (b) if River Source paid for a shortage in connection with a preceding physical inventory requested by Client, Client will pay a refund to River Source based on the dollar amount of the overage.

The period covered by a physical inventory will be closed to future netting routines except under the following conditions: (i) proven miscount in physical inventory, (ii) proven clerical error by River Source, (iii) located and recovered mis-shipment, (iv) proven packing or case marking error by Client’s supplier(s), or (v) a shortage in a subsequent inventory matches an overage in a previous inventory.

12. EXTRA SERVICES (SPECIAL SERVICES)

River Source labor required for special services requested by Client will be charged to Client at prevailing rates. Special services include, but are not limited to, compiling special stock statements, reporting marked weights, retrieving serial numbers or other data from packages, physical checks of Goods, and handling transit billing. Dunnage, bracing, packing materials or other special supplies, may be provided to the Client at a charge in addition to River Source’s cost for such supplies. By prior arrangement, Goods may be received or delivered outside of River Source’s normal business hours, subject to a charge. Communication expenses, including postage, overnight delivery, or telephone, may be charged to Client. River Source may pay customs or duties bills that the Client has not paid, to which a 10% handling fee will be charged to Client by River Source for costs related to payment and processing of such bills.

13. MINIMUM CHARGES

A minimum handling charge per lot and a minimum storage charge per lot per month will be assessable. When a River Source receipt covers more than one lot or when a lot is in assortment, a minimum charge per mark, brand, or variety will be assessable. A minimum monthly charge to one account for storage and/or handling will be assessable. Such charge will also apply to each account when the Client has several accounts, each requiring separate records and billing.

14. LIABILITY AND LIMITATION OF DAMAGES

RIVER SOURCE SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO GOODS TENDERED, STORED OR HANDLED HOWEVER CAUSED UNLESS THE LOSS OR DAMAGE RESULTS FROM RIVER SOURCE’S FAILURE TO EXERCISE A LEVEL OF CARE THAT IS TYPICAL IN THE INDUSTRY UNDER LIKE CIRCUMSTANCES AND RIVER SOURCE SHALL NOT BE LIABLE FOR ANY DAMAGES WHICH COULD NOT HAVE BEEN AVOIDED BY THE EXERCISE OF SUCH CARE. GOODS ARE NOT INSURED BY RIVER SOURCE AGAINST LOSS OR DAMAGE HOWEVER CAUSED. CLIENT ACKNOWLEDGES AND AGREES THAT IT’S DAMAGES UNDER THIS AGREEMENT ARE LIMITED TO THE AMOUNT OF STORAGE FEES ACTUALLY RECEIVED BY RIVER SOURCE FROM CLIENT IN THE PRECEDING 6-MONTHS.

WHERE LOSS OR DAMAGE OCCURS TO TENDERED, STORED OR HANDLED GOODS, FOR WHICH RIVER SOURCE IS NOT LIABLE, CLIENT SHALL BE SOLELY RESPONSIBLE FOR THE COST OF REMOVING AND DISPOSING OF SUCH GOODS AND THE COST OF ANY ENVIRONMENTAL CLEAN UP AND SITE REMEDIATION RESULTING FROM THE LOSS OR DAMAGE TO THE GOODS. RIVER SOURCE SHALL NOT BE LIABLE FOR ANY CLAIMS FROM CLIENT’S CUSTOMERS, INCLUDING CHARGEBACKS. NOTWITHSTANDING ANY OTHER PROVISION HEREIN, RIVER SOURCE SHALL NOT BE LIABLE FOR ANY COURT COSTS OR ATTORNEY FEES INCURRED BY CLIENT. RIVER SOURCE SHALL NOT BE LIABLE FOR ANY LOSS OF PROFIT OR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND.

15. NOTICE OF CLAIM AND FILING OF SUIT

Claims by Client and all other persons with respect to any lost or damaged Goods (“Lost/Damaged Goods”) must be presented in writing to River Source within a reasonable time, and in no event any later than the earlier of: (i) 30 days after delivery of Lost/Damaged Goods by River Source or (ii) 60 days after Client is notified that loss or damage has occurred to part or all of the Lost/Damaged Goods. No lawsuit or other action may be maintained by Client or others against River Source with respect to Lost/Damaged Goods unless (a) a timely written claim has been provided to River Source, and (b) such lawsuit or other action is commenced no later than 6 months after delivery of the Lost/Damaged Goods by River Source. Notice shall be given by River Source of loss or damage to Goods in writing by certified mail or overnight delivery to Client. Time limitations for presenting claims and maintaining actions with respect to Lost/Damaged Goods begin on the date of sending of such notice by River Source.

16. LIABILITY FOR MISSHIPMENT

If River Source negligently misships Goods, River Source shall pay reasonable transportation charges actually incurred to return such misshipped Goods to the Facility. If the consignee fails to return the misshipped Goods, River Source’s maximum liability shall be for the lost or damaged misshipped Goods as specified in Section 14, and River Source shall have no liability for damages due to the consignee’s acceptance or use of the Goods whether such Goods are those of the Client or another.

17. RIGHT TO STORE GOODS

Client represents and warrants that Client lawfully possesses the Goods and has the right and authority to store the Goods with River Source. Client agrees to indemnify and hold harmless River Source from any and all loss, cost and expense (including attorneys’ fees, costs and expenses) that River Source suffers, pays or incurs as a result of any pending or threatened dispute or litigation, whether instituted by River Source or others, with respect to Client’s right, title or interest in the Goods.

18. ACCURATE INFORMATION

Client will provide River Source with information concerning Goods which is accurate, complete and sufficient to allow River Source to comply with all laws and regulations concerning the storage, handling and transporting of the Goods. Client will indemnify and hold River Source harmless from any and all loss, cost, penalty and expense (including attorneys’ fees, costs and expenses) which River Source suffers, pays or incurs as a result of Client failing to fully discharge this obligation

19. DEFAULT AND TERMINATION

If a Party fails to perform any of its material covenants or obligations under this Agreement, the other Party shall provide the breaching Party with written notice of such failure to perform. If the breaching Party does not use good faith efforts to begin remedy of its failure to perform within 10 days of receipt of notice of failure to perform, the non-breaching Party may terminate this Agreement 10 days after sending the breaching Party a subsequent written notice of termination. The foregoing notwithstanding, if the failure to perform consists of Client’s failure to pay River Source amounts due and owing under this Agreement and such payment is 5 or more days overdue, River Source may immediately terminate this Agreement upon providing written notice to Client.

River Source may terminate this Agreement immediately in the event that the Client files for or is forced to file for protection under bankruptcy or similar laws, becomes insolvent, or is otherwise unable to pay its debts when due.

River Source’s ability to protect, exercise and enforce against Client or any third party any or all of River Source’s rights and remedies hereunder shall survive the termination of this Agreement regardless of the reason for termination.

In the event of termination for any reason, Client shall pay the following charges prior to the release of inventory: (i) all outstanding charges; (ii) River Source’s reasonable estimate of incurred but unbilled charges; and (iii) River Source’s reasonable estimate of final “move out” costs.

20. RESPONSIBILITY IN SELECTION OF CARRIERS

When Client requires inbound or outbound transportation, Client will be responsible for arranging such transportation and for paying all charges arising from or related thereto. Client will hold harmless and indemnify River Source from any claims for transportation or related charges made by any carrier transporting Goods to or from a River Source. River Source shall only arrange such transportation upon execution of River Source’s standard Transportation Agreement.

21. COLLECTION OF CHARGES AND WAREHOUSEMEN’S LIEN

Client agrees to pay all undisputed invoices as submitted by River Source, without deduction or hold back, in accordance with Section 7. Client shall provide a written dispute in sufficient detail to resolve the dispute prior to the due date for the invoice. Invoices are due upon receipt and are DELINQUENT after fourteen (14) days at which time a late charge will apply of 1.5% or $100 whichever is greater on any and all invoice amounts that are not paid when due. CLIENT’S FAILURE TO TIMELY PAY OR DISPUTE INVOICES WHEN DUE SHALL CONSTITUTE A MATERIAL BREACH UNDER THIS AGREEMENT. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, RIVER SOURCE SHALL HAVE A GENERAL WAREHOUSEMEN’S LIEN FOR ALL LAWFUL CHARGES FOR STORAGE AND PRESERVATION OF GOODS STORED BY THE CLIENT AND FOR ALL LAWFUL CLAIMS FOR MONEY ADVANCED, INTEREST, INSURANCE, TRANSPORTATION, LABOR, WEIGHING COOPERING, AND OTHER CHARGES AND EXPENSES IN RELATION TO SUCH GOODS, AND FOR THE BALANCE ON ANY OTHER ACCOUNTS THAT MAY BE DUE. RIVER SOURCE FURTHER CLAIMS A GENERAL WAREHOUSEMEN’S LIEN FOR ALL SUCH CHARGES, ADVANCES AND EXPENSES WITH RESPECT TO ANY OTHER GOODS STORED BY THE CLIENT IN ANY OTHER FACILITY OWNED OR OPERATED BY RIVER SOURCE. IN ORDER TO PROTECT ITS LIEN, RIVER SOURCE RESERVES THE RIGHT TO REQUIRE ADVANCE PAYMENT OF ALL CHARGES PRIOR TO SHIPMENT OF GOODS. It is expressly acknowledged and agreed by the parties that the issuance of River Source receipts by River Source, regardless of whether required by Article 7 of the UCC or under otherwise governing law, is expressly waived and any rights that River Source may have under governing law will not be restricted in any way by its failure to issue a River Source receipt. Without affecting the generality of the foregoing, the Parties acknowledge and agree that River Source’s limitation of liability and its statutory warehousemen’s lien are enforceable regardless of whether or not River Source issues a River Source receipt. Prior to Client’s move out and the release of final product, all outstanding charges must be paid in full.

22. TEMPERATURE CONTROLLED STORAGE

When temperature and/or humidity controlled storage service is provided by River Source at the request of Client, such service will be subject to a charge. River Source shall not be responsible or liable for any shrinkage, evaporation, or any other loss or damage to Goods caused by the temperature and/or humidity controlled storage service or any failure or interruption thereof.

23. HAZARDOUS MATERIALS

River Source may, but shall be under no obligation to, accept for storage Goods constituting hazardous materials, which include, but are not limited to Goods that are toxic, flammable, corrosive, oxidizing, explosive, that will affect the rate of insurance on other goods in storage at the Facility, that could contaminate other goods in storage at the Facility, that may be hazardous to the health of River Source’s personnel or that are otherwise inherently dangerous (collectively, “Hazardous Goods”). Client shall not tender Hazardous Goods to River Source for storage or handling without giving River Source prior written notice of the following: (i) the nature of the Hazardous Goods; (ii) the federal, state, and local laws and regulations applicable to the storage and handling of the Hazardous Goods; (iii) all information necessary or helpful, including material safety data sheets, for River Source to comply with the reporting, record keeping, employee training, notification and similar requirements of the laws and regulations applicable to the Hazardous Goods, and any and all changes, revisions or updates to such information; and (iv) any information necessary to assess the risk the goods may pose to equipment, building, or other machinery.

Client shall provide River Source with a written response plan to be implemented in the event of a fire, spill or other damage to the Hazardous Goods. The plan will include the following: (i) the names, addresses, telephone and email addresses of those persons, representatives, services, governmental agencies and others that Client wishes to have notified; (ii) action to be taken by River Source to minimize potential personal injury, property damage and environmental damage; and (iii) such other action as Client wishes River Source to take. If fire, spill or other damage occurs to the Hazardous Goods, regardless if River Source is liable for loss or damage to the Hazardous Goods, Client, shall reimburse River Source for all costs associated with clean up, including, but not limited to, removal and disposal of any Hazardous Goods, debris and contaminated material; environmental cleanup; River Source restoration; and implementation of Client’s response plan.

River Source will notify Client of any damaged or leaking Hazardous Goods promptly after discovery. All damaged or leaking Hazardous Goods will be placed in recovery/salvage drums and must be removed from River Source within thirty (30) days at Client’s expense or be subject to an additional charge. Upon River Source’s request, Client shall promptly provide River Source with shipping labels necessary for storage and transportation of recovery/salvage drums containing damaged or leaking Hazardous Goods. If acceptance of Hazardous Goods affects the insurance rates of River Source or any of the other goods in storage at the Facility, Client will be responsible for reimbursement of such increased costs. At River Source's option, Hazardous Goods may be placed for storage in an area isolated from other commodities subject to contamination. Any additional or special services required in connection with the storage, shipping and handling of Hazardous Goods, including, but not limited to, packaging, labeling, isolation storage, and River Source labor will be charged to Client.

If Client requests that River Source ship Goods that are considered “hazardous materials” under the regulations of the U.S. Department of Transportation, Client shall advise River Source that such Goods are “hazardous materials” under U.S. Department of Transportation regulations and furnish River Source with all information and instructions necessary for River Source to prepare the shipment and necessary shipping papers and certifications in accordance with U.S. Department of Transportation regulations. Client appoints River Source as its agent for the purpose of preparing the shipment and signing the certifications and shipping papers of all Hazardous Goods and “hazardous materials” under U.S. Department of Transportation regulations.

24. HIRING

During the Term of this Agreement and for a period of one (1) year after termination, Client shall not induce, solicit or hire, or attempt to induce, solicit or hire, directly or indirectly any officer or employee of River Source to leave his or her employment with River Source. If Client breaches this provision, Client agrees to pay a conversion fee of one hundred percent (100%) of the employees' annualized wage rate. River Source shall also be entitled to attorneys' fees should it be required to pursue collection of such conversion fees.

25. DOCUMENTS OF TITLE

Documents of title, including River Source receipts, may be issued either in physical or electronic form at the option of River Source.

26. INSURANCE

Client acknowledges that the Goods are not, and shall not at any time be, insured by River Source and that the charges assessed by River Source do not include any insurance charges. Client shall at its sole cost and expense, maintain in full force and effect the following types and amounts of insurance, or Client shall elect to self-insure any portion thereof: (i) All-Risk Property Damage insurance insuring the Goods in an amount not less than the actual Replacement Cost thereof, subject to any commercially reasonable deductible amounts as determined solely by Client, and (ii) Cargo Insurance on an all risk basis for any and all transportation exposures, whether related to an owned vehicle or a third-party contract or common carrier, in an amount not less than the actual replacement value thereof, subject to any commercially reasonable deductible amounts as determined solely by Client. The insurance maintained by Client pursuant to this Agreement shall provide that Client’s insurance is primary to and noncontributory with any and all other insurance maintained by or otherwise afforded to River Source, its officers, directors, employees and agents, but only for injury, damage or loss that falls within Client’s indemnity obligations under this Agreement. Client shall deliver to River Source satisfactory evidence that River Source has been named as an additional insured on each of the insurance policies (other than worker’s compensation) required by the terms hereof. Upon River Source’s request, Client shall deliver to River Source certificates of such insurance, which stipulate that no less than 30 days written notice will be given River Source prior to termination or reduction of the limits of coverage. The policies shall contain a waiver of subrogation with respect to Client and each policy shall contain all appropriate riders and endorsements based on the nature of any Product manufactured or sold hereunder and its intended use.

27. INDEMNIFICATION, GENERAL

Client shall defend River Source and its officers, members, managers, directors, employees and agents (collectively, the “River Source Indemnitees”), from and against any third party allegations, claims, demands, assessments, fines, suits, investigations or causes of action (“Third Party Claims”) and indemnify and hold harmless the River Source Indemnitees from all damages, liabilities, judgments, costs, penalties, interest and expenses (including attorneys’ fees, costs and expenses) and other such losses (collectively, “Losses”) arising in connection with such Third Party Claims, to the extent based on, any of the following: (i) any grossly negligent act or grossly negligent omission by Client, including Client’s material breach of this Agreement; (ii) any injury, illness and/or death of any person or any damage to property resulting from or arising out of Client’s grossly negligent acts or grossly negligent omissions in violation of this Agreement; (iii) any failure by Client or its Goods to comply with the applicable law; (iv) any grossly negligent act of Client or Client’s officers, directors, members, managers, employees, representatives or agents in discharge of Client’s duties under this Agreement, including, without limitation, any breach of the representations, warranties and covenants set forth in the Agreement; and/or (v) any other breach of Client’s obligations under this Agreement.

28. ENTIRE AGREEMENT

This Agreement along with the Schedule of Rates and any exhibits or attachments hereto constitute the entire agreement between the Parties and may not be amended unless in writing signed by the authorized representative of each Party. River Source shall not be bound by any provision or alteration that may appear on Client’s sales order, acknowledgement, or shipping documents, whether printed or otherwise, which is at variance with this Agreement, unless accepted in writing by River Source’s authorized representative.

29. SEVERABILITY AND WAIVER

If any provision of this Agreement should be construed or held to be void, invalid or unenforceable, by order, decree or judgment of a court of competent jurisdiction, the remaining provisions of this Agreement shall not be affected thereby but shall remain in full force and effect.

River Source’s failure to require strict compliance with any provision of this Agreement shall not constitute a waiver or estoppel to later demand strict compliance with that or any other provision(s) of this Agreement.

30. FORCE MAJEURE

River Source shall not be held liable or responsible to Client nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing its obligations under this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of River Source. River Source shall be excused for any failure or delay in performance hereunder, in whole or in part, to the extent caused by events beyond its reasonable control, such as fire, floods, storms, embargoes, war or acts of war, act of terrorism, insurrections, riots or other civil commotions, strikes, lockouts, governmental orders, acts of God, or acts, omissions, or delays in acting by any governmental authority; provided, however, it is understood this Section 30 is intended only to suspend and not discharge River Source’s obligations under this Agreement, and that when the causes of the failure or delay are removed or alleviated River Source shall resume performance of its obligations hereunder.

31. GOVERNING LAW AND JURISDICTION

This Agreement and the legal relationship between the parties hereto shall be governed by and construed in accordance with the substantive laws of the State of California, including Article 7 of the UCC, notwithstanding its conflict of laws rules. Except for claims or controversies seeking injunctive relief to enforce, any controversy or claim arising out of or relating to this Agreement, the breach thereof, shall be resolved by binding arbitration before JAMS, with venue in Los Angeles County, California, in accordance with the JAMS Streamlined Arbitration Rules, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Client agrees that disputes will only be arbitrated on an individual basis and shall not be consolidated, on a class wide, representative basis, or with any other arbitration(s) or other proceedings that involve any claim or controversy of any other party. If for any reason this arbitration clause is unenforceable or inapplicable, Client agrees, to the extent permissible by law, to waive any right to pursue any claims on a class action basis. Upon the receipt of a demand to arbitrate a dispute hereunder, each Party within 10 days after such date shall submit to the other Party a written list of 5 persons who would be acceptable to the submitting Party as an arbitrator. Within ten (10) days after the initiation of arbitration, the Parties shall select a single neutral arbitrator from the list to preside over the arbitration proceeding. Either Party may elect to conduct the arbitration as an expedited proceeding. Nothing in this arbitration provision shall be construed to limit the right of any Party to seek preliminary injunctive relief in any court of competent jurisdiction, nor shall the filing of an action to obtain such relief constitute a waiver of the right to arbitrate the underlying dispute. In addition to the powers conferred by JAMS, the arbitrator shall have authority to order such other discovery as he or she deems appropriate for a full and fair hearing of the case. A determination on the merits shall be rendered in accordance with the law of the State of California to the same extent as if the dispute were pending before a California Superior Court. The prevailing Party in any action or arbitration proceeding arising hereunder shall be entitled to recover from the non-prevailing Party its reasonable costs and expenses, including attorneys’ fees and costs of arbitration and of any associated court proceedings incurred in connection with such action, arbitration or proceeding. The provisions of this Section 31 will survive the expiration or earlier termination of this Agreement.

32. ASSIGNMENT

Client shall not assign its rights or obligations under this Agreement. Client acknowledges and agrees that nothing in this Agreement restricts River Source’s right to transfer or assign all rights and obligations under this Agreement to any Person which, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any partner, member, shareholder, officer or director of such Person or third party that acquires all, or substantially all of the assets of, or upon a change of control of River Source. “Person” means any individual or partnership, corporation, estate, trust, limited liability company or other legal entity.

33. HEADINGS

The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

34. NOTICES

All notices and other communications given or made in connection with this Agreement shall be in writing and shall be deemed to have been given or made when given or made if such notice or communication is in writing and delivered personally, sent by commercial carrier or registered or certified mail (postage prepaid) to the Parties at the addresses (or at such other addresses as shall be furnished by the parties by like notice) contained in the preamble to this Agreement or to such facsimile numbers or electronic mail addresses provided by one Party to the other Party.

35. INDEPENDENT CONTRACTORS

The relationship between the Parties is that of independent contractors. This Agreement is not intended to create and shall not be construed as creating between the Parties the relationship of principal and agent, joint ventures or any other similar relationship, the existence of which is hereby expressly denied, nor shall one Party be considered in any sense an affiliate or subsidiary of the other Party. Party shall be liable to any third party in any way for any engagement, obligation, commitment, contract, representation, transaction or act or omission to act of the other, except as expressly provided herein.

36. FURTHER ASSURANCES

Upon Party's reasonable request, the other Party shall, at its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, necessary to give full effect to this Agreement.

37. COUNTERPARTS.

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly and lawfully authorized officers or legal representatives effective as of the day and year first above written.

RIVER SOURCE

River Source, LLC,

a Delaware limited liability company

Name: Jonathan Montgomery

Title: COO

CLIENT

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