Senderoo LLC
Updated November 2024
Senderoo, LLC, a Texas company with offices at 4385 Seymour Hwy, Wichita Falls, 76309, (“Senderoo”) provides
fulfillment and packaging Services (the “Services”) to its customers per the terms of this Service Agreement). This
Service Agreement (this “Agreement” or “Terms”) is between you (you are hereinafter referred to as the “Company” or
“You” ,) and Senderoo. You agree to be bound by the Agreement as of the date (the “Effective Date”) of this Agreement.
Senderoo may from time to time update or modify this Agreement at its discretion. We will provide a ten (10) day
advance notice of any changes by sending you an email. If you do not agree with the proposed changes or revisions,
your sole recourse is to contact operations@senderoowarehousing.com to express your disagreement. If no objection
is raised, your continued use of the Services after the ten (10) day notice period will be deemed as your acceptance of
the updated Agreement.
Relationship of the Parties. This Agreement explicitly clarifies that no employer/employee relationship, franchise, joint-
venture, or equity partnership is formed between Senderoo and the Company. Both parties enter into this Agreement
as independent contractors, and nothing herein shall be construed to create any partnership, agency, or joint
employer relationship between them. Each party is responsible for its own operations, employees, and management,
without any direct control by the other party over such operations, decisions, or personnel.
NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and
Senderoo hereby agree as follows:
1. RIGHT TO USER SERVICES To the extent you comply with this Agreement, you may use the Services to facilitate the
packaging, warehousing, and shipment of any of Company’s Products sent to or held by Senderoo. Company may use
the Services only for their own internal business use and to process their data. Company has no right to (i) sublicense,
sell or otherwise make available the Services or for the benefit of any third party, (ii) use the Services or Senderoo’s
software to serve as a service provider for any third parties, or (iii) in any way use the Services to process or manage
the Products of a third party. Company warrants that any Content it provides to Senderoo shall not be libelous,
maliciously false, disparaging Senderoo Services, or be otherwise defamatory, immoral, obscene, pornographic, and
illegal. Company further warrants that it shall not advocate illegal activity or constitute a violation of privacy or a
breach of any obligation of confidentiality to any third party, nor shall it infringe the proprietary or intellectual
property rights of any third party.
2. SERVICES. Senderoo shall provide the following services to the Company (collectively, the “Services”):
Receive shipments from the Company of the Product
Upon notification by the Company of a purchase of Products by a customer, Senderoo will pick and package
the Products from the available Inventory and ship such Products directly to the customer (“End-User”).In addition to the above-described Services, Senderoo shall perform any additional services, including special
projects, that the Company desires Senderoo to perform, as more fully described in the attached Exhibit A, to be
amended from time to time as agreed upon by the Parties.
A. Communications and Notifications. By executing this Agreement, Company acknowledges and agrees to receive
communications from Senderoo including but not limited to emails, and telephone calls at the telephone number you
provide us (with such provision indicating consent for contact via any means, including by automated technology),
direct messages, and/or push notifications.
B. No Guarantee of Services. Although Senderoo makes reasonable efforts to provide proper care and skill in delivering
its services, Senderoo does not guarantee, warrant, or covenant that any Company Goods will not be lost, corrupted,
or damaged in the shipping and/or return process.
C. Access to Company Goods. You expressly consent and agree that Senderoo has the right without limitation to use,
access, store and/or disclose information related to Company or Company Goods to proper law enforcement
authorities, government entities and/or officials, and/or proper third parties that Senderoo believes, in its sole
discretion, is necessary to 1) comply with the law or a legal process or request; 2) prevent, detect, or identify fraud or
technical issues; 3) enforce the terms of this Agreement including any necessary investigation thereof; and 4) protect
the rights of Senderoo, its users, third party(ies), or the public.
D. Exclusive Provider of Services. By accepting these Terms and utilizing Senderoo’s services, Company agrees that
Senderoo shall be the exclusive provider of the Services. Company further agrees that should it breach this exclusivity
provision, including by either fulfilling the Services on its own and/or engaging another party to do the same, the
Termination provisions in Section 6, infra, shall apply.
E. PAYMENT . Senderoo bills on 2 weekly basis for the payment of services. Company will email an invoice every 2 weeks
for services provided (unless agreed otherwise). You will have the option to pay by ACH, Credit Card, (fees may apply).
All invoices are due on receipt.
F. Late Payment Fee. If Company fails to make payment to Senderoo within 7 days, a late payment fee of 5% will be
applied to the invoice unless the invoice is currently being disputed. In addition, the Company is responsible for all
collection fees, including reasonable attorney’s fees incurred by Senderoo to receive payment. If the Company is late
in any payments, Senderoo may suspend the Services without notice.
G. Options & Ways to Pay. Senderoo provides the Company with the convenience to pay for their invoices online through
the Company’s account using the following payment methods: Bank Transfer / ACH transfer (Free), Credit Card, (fees
may apply) Senderoo does not store any payment information on its own servers.
Senderoo will use appropriate packaging material (i.e., bubble wrap, boxes with void fill, etc.) at its discretion.
Upon request by the Company and approval by Senderoo, Senderoo will include a Company packing slip
and/or other Company marketing materials concerning the Product to be provided by Company.
Senderoo will process, package and ship all Product orders in accordance with Senderoo Policies.
Senderoo will maintain ledger summaries of all orders shipped and received, which shall be made available to
the Company through Senderoo’s billing systems.H. Failure to Pay. If an amount owed to Senderoo remains unpaid for 60 days, Senderoo may, in its sole discretion,
remove and charge to Company any expense for such removal and/or sell the Company Goods and offset all amounts
generated by such sale, which sales price will be determined by Senderoo Fulfillment in it its sole discretion, against all
amounts owed by Company to Senderoo.
I. Abandoned Accounts. If Company’s account is reclassified as abandoned under Section 5G, or if any amount remains
unpaid for 30 days or more, Senderoo shall have the right to charge any payment method on file, including but not
limited to credit card, to recover outstanding Fees, Interest, third-party fees, expenses, and costs of collection.
J. Pricing Changes. Company acknowledges that the Fees relating to the Services provided (i.e., shipping and/or postal
rate changes) may change from time to time due to circumstances independent from Senderoo. Senderoo shall have
the right to increase the fees for Services provided to the Company. Senderoo shall provide notice of any fee changes
and shall provide the Company notice of changes to the same.
K. Non-Standard Delivery Fees. Any non-standard delivery fees from shipping carriers such as Extended Delivery Area
Surcharges, Returned Package Fees, Insufficient Address Fees, and any other non-standard fees will be billed to the
Company with a five percent (5%) surcharge added.
L. Pricing and Payment. The Pricing Document provided to Customer shows all applicable costs including storage costs.
Pricing is subject to change at any time within 30 days written notice to the Customer. Surcharges and any other non-
standard fees are subject to change anytime with a 5 day notice to the customer.
4. WAREHOUSE AND INVENTORY MANAGEMENT
A. Mandatory Advance Shipment Notice. The Company shall provide 48 hours advance shipment notice (“Inbound”) of
any items being sent to Senderoo via Senderoo’s Warehouse Management System (“WMS”). Instructions on how to use
the WMS are provided upon the Company’s acceptance of Senderoo’s Services. The Inbound shall include an itemized
list of each Stock-Keeping Unit (SKU). When Senderoo receives goods for which an Inbound has not been provided in
advance in accordance with this Agreement, Senderoo may, at its sole and reasonable discretion, quarantine the entire
shipment of such goods until the Company provides the correct Inbound. Senderoo may perform all acts reasonably
necessary in lieu of the Inbound and charge a fee of $50.00 to Company to release the goods from quarantine.
B. Receiving. Senderoo shall be open for receipt of Products from 8AM to 4PM (local warehouse time) each Business
Day. Upon arriving at the Senderoo warehouse, all goods will be moved to the receiving inspection area to be checked
for compliance with Requirements for Inbound Product, as specified below. Company shall use reasonable efforts to
ensure that items delivered to Senderoo comply with the below Requirements for Inbound Products. Senderoo shall
compare the pallet and case quantities listed on the incoming paperwork to the actual goods physically received by
Senderoo, but will not verify the quantities inside the individual cases delivered. The Company may be notified of any
discrepancies between the Inbound and the physically received goods. All discrepancies will be documented and
logged. Any exterior physical damage noted upon receipt will also be reported to the Company.
The delivery address for each warehouse is listed below. Company is required to schedule an appointment for all
carriers and truckload carriers at least 24 hours in advance. Senderoo is not liable for any fees associated with refusedshipments if an appointment isn’t made correctly. Inbounds should be addressed to:
Senderoo Fulfillment C/O: Company Name
4385 Seymour Hwy
Wichita Falls, TX 76309
Requirements For Inbound Products.
Company Name
Part Number or SKU (matching system part number)
Product Description (matching system description)
Packs Unit of Measure (e.g., 100 cases)
Total Quantity (e.g., 20 units per case)
PALLETS
Pallet dimensions must be as follows:
D. Inventory. Inventory is monitored via random cycle counts, performed at Senderoo’s sole discretion. As described in
the receiving processes above, the Products are not counted by individual piece upon arrival (unless otherwise
specified). Senderoo shall not be responsible for any variance in the total volume of any Product held in inventory
unless such variance exceeds 3% of the total volume of such Product (per sellable-SKU) against the last total Product
volume amount last communicated to the Company via the WMS online portal. A volume variance between 1% and 3%
(from the incoming material receipt accuracy, as compared to the packing list on the Product) is expected during cycle
counting.
Through the incoming inspection processes and random inspections, variations to the receipt quantity that are found
will be communicated to the Company, and corrective action may be requested. The Company’s failure to provide
corrective action or failure to provide Senderoo with PO or Shipment notification via the WMS online portal will
negatively impact inventory accuracy.
Product must be received in ready-to-ship format unless previously discussed and confirmed by Senderoo via
email or other written confirmation. There must be only one SKU per master carton.
A barcode must appear on the exterior of the product. Each barcode must be a unique identifier for the product
and will be applied to the unit of measure which is being sold by Company. (For example, if a bag of phone
chargers is sold as a single unit, the carton must be barcoded on the exterior. If a shrink-wrapped bundle of 5
phone charger bags is being sold as a unit, the shrink-wrapped bundle must be barcoded.) If Senderoo receives
an inbound shipment of Products that it reasonably determines does not apply barcode(s) in accordance with
this Paragraph, Senderoo shall apply the barcodes to the Products, and $0.30 per label will be charged to
Company unless otherwise agreed upon by Senderoo and Company, in writing.
Product must be accompanied by a packing list with the following details (this can also be provided by Company
in advance via an email to Senderoo):
1. The pallet must be a standard four-way entry 40” x 48”
2. Maximum height is 55” including pallet (Unless otherwise agreed upon in writing)
3. Company shall be charged for additional labor on the part of Senderoo at a rate of $45 per person-hour for
any shipments or items that do not meet these requirements.Additional or annual physical inventory counts can be scheduled on request and will incur an additional cost to the
Company at the rate of $45 per person-hour.
5. CLIENT RIGHTS AND OBLIGATIONS
A. Condition of Company Goods Upon Delivery to Senderoo. All goods/products tendered for storage shall be delivered at
the Senderoo warehouse (“Warehouse”) segregated, adequately marked, and packaged for handling. Company shall
submit an Inbound request to Senderoo in a specified manner.
B. Title to Goods and Security Lien. All of the Company Goods in possession of Senderoo will be and remain the property
of Company; however, Senderoo shall have a priority security interest in all Products in inventory (“Inventory”) and on
the proceeds thereof to secure the payment of all Fees, Interest, and third-party fees arising under this Agreement as
well as any reasonable expenses incurred by Senderoo for the preservation of the Inventory or its removal or sale. In
connection with and in addition to that, Company hereby (a) grants Senderoo a first priority security interest in all
Inventory and the proceeds from any sale thereof to secure the payment of the Fees, Interest, third party fees, and
expenses, and (b) consents to and grants to Senderoo the right to deliver and file any documentation required under
applicable laws and regulations to perfect such security interest.
C. Payment Obligations. During the Term of this Agreement and during any Renewal Term, Company shall pay Senderoo
for all Services due hereunder pursuant to the terms contained herein and in the SOW or any subsequent entered into
SOW. Any Fees, Interest, third-party fees, or expenses not paid for hereunder shall constitute a material breach of this
Agreement and shall be subject to the provisions of Section 6, subparagraph B below. To the extent Company disputes
its payment obligations, Company must provide Senderoo notice of said dispute, in writing, within thirty (30) days of
the issuance of an invoice as discussed, above or such dispute is forever waived, and the invoice is owed by Company.
D. Insurance And Risk of Loss. Company retains sole responsibility for all costs, insurance, and risks relating to the
shipping of the Product to and from the Warehouse. Company acknowledges and agrees to maintain an insurance
policy that covers the full value of the Company Goods held in Senderoo’s inventory and/or warehouses. Company
may elect to add the warehouse as a designated storage location to Company’s general inventory policy. If Company
foregoes insuring any and all of the Company Goods shipped to Senderoo for the services provided hereunder,
Company acknowledges and agrees that Senderoo shall under no circumstances be liable for any loss or damage to
the inventory stored at Senderoo facilities. These events include, but are not limited to, theft, misuse, fire, flooding,
natural disaster, negligence of Senderoo, or any other event. Company hereby agrees that at no time during the period
that Products are held by Senderoo as Inventory in the Warehouse will Senderoo carry the risk of loss in the Inventory.
Risk of Loss in Inventory will continue to be held by Company until such time as the Products are delivered to the
Company’s End-User. Company can choose not to insure its inventory. In this event, Senderoo will, under no
circumstances, be liable for any loss or damage to the inventory stored at Senderoo facilities. These events include,
but are not limited to, theft, misuse, fire, natural disaster, or any other event.
G. Abandoned Account and Liquidation. If Company’s Fees remain unpaid for a period greater than 30 days, thenSenderoo reserves the right, at its sole discretion, to reclassify Company’s Account as an “Abandoned Account.
”
Additionally, any Account that remains unpaid for greater than 60 days will automatically be deemed an Abandoned
Account. Upon an Account becoming an Abandoned Account, Company immediately forfeits its rights of ownership of
such Company’s Inventory up to the cumulative amount necessary for the payment of all Fees as well as any
reasonable expenses incurred by Senderoo for the preservation and storage of the Inventory or its sale. Inventory will
become immediately unavailable to Company, and liquidation proceedings will begin. Company agrees that all
Inventory liquidated shall be sold at the absolute discretion of Senderoo and would be free and clear of liability and
that Company assumes any liability therefore. Company has no rights to any liquidation proceeds arising from an
Abandoned Account unless the amounts recovered through liquidation exceed the cumulative amount necessary for
payment as stated above. Should the amounts recovered through liquidation be insufficient to cover the cumulative
amounts above, the Company would remain liable for any pending Fees above and beyond the liquidation proceeds.
6. TERM AND TERMINATION. This Agreement shall commence on the Effective Date and continue for a period of three (3)
months unless terminated earlier pursuant to the terms in this Section (the “Term”). For purposes of clarity, the Fees
and Payment obligations of this Agreement including the Pay As You Go payments in Section 3 shall remain in effect
during the Term of the Agreement. Upon expiration of the Term, this Agreement shall automatically renew for
additional successive three (3) month terms unless and until either Party provides written Notice of Termination at
least sixty (60) days before the end of the then-current term, or unless and until earlier terminated as provided under
this Agreement or applicable Law (each a “Renewal Term”). Should the Company issue a Notice of Termination
pursuant to this Agreement, the Company is still obligated to comply with all terms, requirements, and conditions of
this Agreement, including payment obligations, during the remaining period of the term following the Notice of
Termination and the Termination Effective Date of. If the Term is renewed for any Renewal Term(s) pursuant to this
Section, the terms and conditions of these Terms of Service, the Pricing Document, and any Exhibits attached hereto,
during each such Renewal Term are the same as the terms in the effect immediately prior to such renewal.
A. Automatic Termination. In the event, that a party becomes insolvent, is adjudicated bankrupt, voluntarily or
involuntarily files a petition for bankruptcy, makes an assignment for the benefit of creditors, seeks any other similar
relief under any bankruptcy law or related statutes, or otherwise becomes financially incapable of performing its
obligations in accordance with the terms of this Agreement, and such judgment, assignment or incapacity is not
revoked within ninety (90) calendar days then the other party has the automatic right to terminate this Agreement.
B. Termination for Breach. Either party may terminate this Agreement, upon written notice, if the other party breaches
any material representation or warranty or other term or condition hereof and fails to cure such breach (if curable)
upon 30 days’ prior written notice, which notice describes such breach in reasonable detail. The terminating party
remains responsible for all fees, expenses, interest, and other payment obligations contained in this Agreement,
including those incurred during the 30-day period following the provision of written notice.
C. Transition Assistance. Upon the expiration of the Term and/or proper notice of non-renewal or termination by
Company: (a) Senderoo shall reasonably cooperate with Company, to facilitate a transition by Company to an alternate
provider of similar services specified by Company or to a Company solution (“Transition Assistance”) for the period of
time requested by Company, not to exceed 90 days from such expiration or termination (“Transition Assistance
Period”) at Company’s cost and expense to be billed by Senderoo; (b) the terms of this Agreement and the SOW,including payment provisions, shall continue in effect until such transition has been completed or the expiration of the
Transition Assistance Period, whichever occurs first; and (c) the Transition Assistance provided by Senderoo shall also
include additional professional services as requested by Company (“General Transition Services”) that may require
additional fees subject to the Parties’ subsequent agreement. Upon termination of this Agreement due to breach by
Company, if Company requests Transition Assistance or General Transition Services, Senderoo may elect, in its sole
discretion, to provide or refuse such assistance or services.
D. Effect of Termination. Except as otherwise expressly provided herein and without limiting any other obligations of the
Parties set forth in this Agreement, upon expiration or termination of this Agreement, or the conclusion of the
Transition Assistance Period, if applicable, all rights granted by Senderoo to Company, shall cease and terminate as of
the expiration or termination of this Agreement, or the conclusion of the Transition Assistance Period, if applicable.
Termination of this Agreement will not prejudice or affect any right of action or remedy that has accrued or will accrue
to either party due to the other party’s acts or omissions prior to the date of termination. All outstanding Services
shall also be deemed terminated immediately upon the expiration or earlier termination of this Agreement, or the
conclusion of the Transition Assistance Period, if applicable. If this Agreement is terminated by Senderoo in
accordance with Section 6, paragraph B above, Senderoo will refund Company any prepaid Fees covering the
remainder of the Term up to the effective date of termination, but only after offsetting all amounts owed to Senderoo
by Company, and all further payment obligations of Company under this Agreement shall terminate and be deemed
canceled as of the effective date of termination but only to the extent no amounts remain owed by Company to
Senderoo Fulfillment. However, Senderoo reserves the right to refuse to refund Company if the cause of the
termination initiated by Senderoo is Company’s material breach of this Agreement. Further, if this Agreement is
terminated by the Company in accordance with Section 6, paragraph B above or if this Agreement is terminated by
Senderoo due to Company’s material breach of any provision of this Agreement, then the Company shall pay
Senderoo the average monthly fulfillment costs determined according to the Pay As You Go for the three (3) month
period immediately preceding the date of termination (as determined by the Notice of Termination provided by the
terminating party).
7. REPRESENTATIONS AND WARRANTIES
A. Senderoo Representations and Warranties. Senderoo hereby represents and warrants to Company that:
1. It is duly organized, validly existing, and in good standing in the jurisdiction of its formation;
2. It is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required
for purposes of this Agreement;
3. It has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted under
this Agreement, and to perform its obligations under this Agreement;
4. The execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly
authorized by all necessary action of Senderoo;5. When executed and delivered by each of Senderoo and Company, this Agreement will constitute the legal, valid, and
binding obligation of Senderoo, enforceable against Senderoo in accordance with its terms; and
6. To the best of Senderoo’s knowledge, the execution, delivery, and performance of this Agreement by Senderoo will
not violate, conflict with, require consent under, or result in any breach or default under (i) any of Senderoo’s
organizational documents; or (ii) any applicable law.
B. Company’s Representations and Warranties. Company hereby represents and warrants to Senderoo that:
1. It is duly organized, validly existing, and in good standing in the jurisdiction of its formation;
2. It is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required
for purposes of this Agreement;
3. It has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted under
this Agreement, and to perform its obligations under this Agreement including legal title to all the goods and/or
Products to be shipped to Senderoo for the Services hereunder;
4. The execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly
authorized by all necessary action of the Company;
5. When executed and delivered by each of Senderoo and Company, this Agreement will constitute the legal, valid, and
binding obligation of Company, enforceable against Company in accordance with its terms; and
6. To the best of Company’s knowledge, it is in material compliance with all laws applicable to this Agreement, the
Products, and the operation of its business.
6. CONFIDENTIALITY. “Confidential Information” with respect to a party hereto shall mean all technical, business, and
financial information including, where appropriate and without limitation, all information, data, patent disclosures,
patent applications, know-how, structures, models, techniques, processes, and methods, compositions, compounds,
apparatus, customer names, customer information and products relating to the same disclosed by a party hereto (the
“Disclosing Party”) to the other party hereto (the “Receiving Party”) or obtained by the Receiving Party through
observation or examination of information, but only to the extent that such information is maintained as confidential
by the Disclosing Party and is marked or otherwise identified as confidential when disclosed to the Receiving Party or,
in the case of information given verbally, is identified as confidential in a written document sent to the Receiving Party
within thirty (30) days of such verbal disclosure to the Receiving Party.
Senderoo may disclose certain Confidential Information, including but not limited to its published pricing information,
workflow methods, and processes to Company, and Company may disclose certain Confidential Information to
Senderoo, each on the terms and conditions of this Agreement.
The Receiving Party hereby acknowledges that the Disclosing Party is the owner or licensee of the Confidential
Information. The Receiving Party shall not use or disclose any of the Confidential Information of the Disclosing Party atany time except for the sole purpose of performing its obligations under this Agreement. The Receiving Party shall not
disclose any of the Confidential information other than on a need-to-know basis, as reasonably necessary for
performing its obligations hereunder, to its directors, officers, employees, attorneys, accountants, bankers, financial
advisors, or consultants who are bound by written agreements no less restrictive than set forth in this Section 6 with
the Receiving Party to maintain the Confidential Information in confidence or who are otherwise under obligations of
confidentiality to the Receiving Party (collectively, the “Representatives”).
Notwithstanding the foregoing, the Receiving Party shall have the right to disclose Confidential Information to the
extent required by court order or applicable law or regulation, provided that the Receiving Party shall give the
Disclosing Party prompt prior written notice and reasonable opportunity to object to such use or disclosure, or to
request confidential treatment of the Confidential Information. Confidential Information shall not include information
that the Receiving Party can establish by written documentation: 1) Has been publicly known prior to disclosure by the
Disclosing Party of such information to the Receiving Party; 2) Has become publicly known, without fault on the part of
the Receiving Party, subsequent to disclosure by the Disclosing Party of such information to the Receiving Party; 3)
Has been received by the Receiving Party at any time from a source, other than the Disclosing Party, lawfully having
possession of and the right to disclose such information; 4) Has been otherwise known by the Receiving Party prior to
disclosure by the Disclosing Party to the Receiving Party of such information; or 5) Has been independently developed
by the Receiving Party without the use of such information.
Company shall not disclose, other than to its Representatives on a need-to-know basis or as otherwise permitted
under this Agreement, the fact that discussions or negotiations are taking place concerning a possible transaction
including any custom service or pricing offering, or any of the terms, conditions or other facts with respect to this
Agreement (including the status thereof), except as required by applicable law or regulation. Neither Party shall use
the trade names, trademarks or other marks of the other party in any advertising, promotions or publicity without
prior written consent of the other party.
The confidentiality obligations with respect to Confidential Information under this Section 6 shall remain in effect
during the term of this Agreement and for a period totaling three (3) years after termination of this Agreement.
7. NON-DISPARAGEMENT. Neither Company nor Senderoo shall, directly or indirectly, make any public statement or
representation regarding its of the other(s), or its Affiliates or their products in which such person disparages such
persons or products, other than statements contained in and relevant to any claim or defense contained in a pleading
filed in connection with a court, arbitral or mediation proceeding between the Company and Senderoo to enforce or
judicially construe this Agreement or otherwise involving the Parties hereto, or which may be required by law.
8. LIMITATION OF LIABILITY. Senderoo shall not, in any event, be liable for any damage, theft or other loss to the
Company Goods, materials, or other property in the possession or control of Senderoo except to the extent that such
damage, theft, or loss results from (a) Senderoo’s failure to take commercially reasonable steps to prevent any such
damage, theft or loss or (b) the negligence or the intentional wrongful acts or omissions of Senderoo.
EXCEPT FOR LIABILITY FOR INDEMNIFICATION AND LIABILITY FOR BREACH OF CONFIDENTIALITY, NEITHER Senderoo
NOR ITS REPRESENTATIVES IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY,PUNITIVE OR ENHANCED DAMAGES, OR DAMAGES FOR LOSS, LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED
BY COMPANY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING OUT OF OR RELATING
TO ANY BREACH OF THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN
DISCLOSED IN ADVANCE BY Senderoo/ OR COULD HAVE BEEN REASONABLY FORESEEN BY Senderoo, REGARDLESS
OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND
NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. OTHER THAN AS
SET FORTH BELOW, IN NO EVENT SHALL Senderoo’S LIABILITY UNDER THIS AGREEMENT EXCEED THE MONIES PAID
OR PAYABLE BY COMPANY TO Senderoo’S EXCLUDING CARRIER FEES OR OTHER THIRD PARTY FEES (“DAMAGES
CAP”). Senderoo MUST BE NOTIFIED WITHIN FIVE (5) DAYS AFTER ANY UNAUTHORIZED TRANSACTION OR COMPANY
WAIVE ALL DAMAGES FROM Senderoo.
9. INDEMNIFICATION.
CLIENT AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD HARMLESS Senderoo
FULFILLMENT, ITS OFFICERS, DIRECTORS, AND EMPLOYEES AGAINST ALL THIRD PARTY DAMAGES, LIABILITIES, OR
COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES AND DEFENSE COSTS, TO THE EXTENT (A) CAUSED BY CLIENT’S
NEGLIGENT ACTS IN CONNECTION WITH THE SERVICES AND THE ACTS OF ITS CONTRACTORS, SUBCONTRACTORS OR
EMPLOYEES OR ANYONE FOR WHOM CLIENT IS LEGALLY LIABLE AND (B) ARISING FROM THE BREACH BY CLIENT OF
ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT. Senderoo FULFILLMENT AGREES, TO THE FULLEST EXTENT
PERMITTED BY LAW, TO INDEMNIFY AND HOLD HARMLESS CLIENT, ITS OFFICERS, DIRECTORS, AND EMPLOYEES
AGAINST ALL THIRD PARTY DAMAGES, LIABILITIES, OR COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES AND
DEFENSE COSTS, TO THE EXTENT (A) CAUSED BY Senderoo FULFILLMENT’S NEGLIGENT ACTS IN CONNECTION WITH
THE SERVICES AND THE ACTS OF ITS CONTRACTORS, SUBCONTRACTORS OR EMPLOYEES OR ANYONE FOR WHOM
THE Senderoo FULFILLMENT IS LEGALLY LIABLE AND (B) ARISING FROM THE BREACH BY Senderoo FULFILLMENT OF
ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT.
The indemnified party shall: (i) promptly notify the indemnifying party in writing of any claim (failure to provide such
prompt notice shall only affect the rights of an indemnified party to the extent that such failure has a prejudicial effect
on the defenses or other rights available to the indemnifying party); (ii) allow the indemnifying party to have sole
control of the defense and all related settlement negotiations (the indemnified party may retain independent counsel
at its own expense); and (iii) provide the indemnifying party with the information, authority, and assistance necessary
to perform the indemnifying party’s obligations under this.
10. GENERAL PROVISIONS.
A. Assignability of Agreement. This Agreement contains the entire agreement of the Parties, and there are no other
promises or conditions in any other agreement, whether oral or written, concerning the subject matter of this
Agreement. This Agreement supersedes any prior written or oral agreements between the parties.Company may not
assign this Agreement or any rights hereunder without the express written consent of Senderoo Assignment.
Notwithstanding the foregoing, Company may assign or transfer all of its rights and obligations under this Agreementwith Senderoo’s consent, to (a) such party’s Affiliate or (b) any successor entity pursuant to a merger, acquisition, spin-
off, or other corporate reorganization, a change of control, or the sale of all or substantially all of its assets.
B. Force Majeure. If the performance of this Agreement or any obligation under this Agreement is prevented, restricted,
or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to
carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party
invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall
include, without limitation, acts of God, pandemics, fires, explosions, vandalism, earthquakes, storms or other similar
occurrences, orders or acts of military or civil authority, national emergencies, insurrections, riots, wars, strikes,
lockouts, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts
under the circumstances to avoid or remove such causes of nonperformance and shall proceed to perform with
reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the
reasonable control of a party if committed, omitted, or caused by such party or its employees, officers, agents, or
affiliates.
C. Entire Agreement. This Agreement contains the entire agreement of the Parties, and there are no other promises or
conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This
Agreement supersedes any prior written or oral agreements between the parties.
D. Severability. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the
remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is
invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such
provision will be deemed to be written, construed, and enforced as so limited.
E. Amendment. This Agreement may be modified or amended in writing, if the writing is signed by the party obligated
under the amendment.
F. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Texas, without regard
to any conflict of law principles.
G. Notice. Any notice or communication required or permitted under this Agreement shall be sufficiently given if
delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or
to such other address as one party may have furnished to the other in writing.
H. Waiver of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be
construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with
every provision of this Agreement.I. Counterparts and Electronic Contracting. This Agreement may be executed in counterparts, and, if so executed, each
such counterpart shall have the force and effect of an original for all purposes. This Agreement may be executed by
facsimile, .pdf, any electronic signature complying with the United States Electronic Signatures in Global and National
Commerce Act, P .L. 106-229, or any signature complying with applicable analog state laws (e.g., Uniform Electronic
Transactions Act(s)).
J. Attorneys’ Fees and Costs. In the event of a legal dispute, the prevailing Party shall have the right to collect from non-
prevailing Party any reasonable costs and/or attorneys’ fees incurred in enforcing this Agreement.
K. Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement
(each, a “Notice”) must be in writing and addressed to the other Party at its address designated from time to time.
Unless otherwise agreed herein, all Notices to Company must be delivered by email listed in the Account, personal
delivery, nationally recognized overnight courier, or certified or registered mail to the address listed in the Account.
Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party, and (b)
if the Party giving the Notice has complied with the requirements of this Section. Notwithstanding the foregoing, legal
notices to Senderoo must be sent by postal mail to: Senderoo Fulfillment, LLC., Attention: Legal, 3714 Bluestein Drive
Suite 700 Austin, TX 78721
L. Third-Party Software. Any third-party software application Company that Senderoo uses, to perform the Services, or
related to the Services (“Third Party Software”) is solely subject to any third-party software provider software licenses.
Senderoo does not own, control or have any responsibility or liability for any Third-Party Software.
M. Fulfillment and Shipping Times. Orders will be shipped at the following times:
Senderoo makes no guarantee of fulfillment speeds
The Customer should inform Senderoo of any urgent Orders, and Senderoo may use reasonable efforts to send such
Orders to Customers. Additional lead time may be required for Orders received during Holidays or Peak Season times.
Orders are considered Shipped when a tracking number is generated in any of Senderoo’s software systems regardless
of their status with any third-party shipping carriers.
N. As-Is. Senderoo’s obligations under this agreement and the attached Exhibits (including the use of Senderoo’s
technology) are provided on an “as is’ and “as available” basis. Senderoo expressly disclaims all warranties of any kind,
whether expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a
Orders received by Senderoo with Standard/Flat-rate shipping on any Business Day before 1:00 PM (local
warehouse time) should be fulfilled on the same Business Day. While Senderoo will do their best to ship out
orders after 1:00 PM, they may go out the following business day.
Orders received by Senderoo with Expedited/Overnight shipping received on any Business Day before 1:00 PM
(local warehouse time) should be shipped on the same Business Day. While Senderoo will do their best to ship
out orders after 1:00 PM, they may go out the following business day.particular purpose, and non-infringement for the services, Senderoo’s website, and any third-party services. The use of
services, Senderoo website, or third-party services is at Company’s risk.
O. No Continuous Access. Senderoo does not guarantee continuous, uninterrupted or secure access to the Service.
Operation of the Services may be interfered with by numerous factors outside of Senderoo’s control. However,
Senderoo will make reasonable efforts to process requests for receiving or shipping merchandise in a timely manner,
but Senderoo makes no representations or warranties regarding the amount of time needed to complete processing
because the Service is dependent upon many factors outside of its control.