1. Purchase of Products. The parties shall agree on certain products to be sourced by Lifo, purchased by Lifo on Client’s behalf, and sold via Lifo’s online consumer-facing platform (w3w.ai) (such agreed-upon products, the “Products”). The parties shall further agree on (a) the quantities of Product to be purchased and (b) the branding and designs that appear on such Products. Lifo will not place any order for Products from a manufacturer, distributor or other supplier (“Supplier”) without Client’s prior consent (such approved order, an “Order”).

2. Price; Payment. Lifo will provide written (email sufficing) notice to Client upon placing an Order. Lifo will invoice Client on a monthly basis for all Orders placed during the previous month, which invoice shall include the cost of Products purchased, applicable taxes, shipping and logistics, and Product customization fee (if any). Client shall pay all invoices within thirty (30) days following the date of the applicable invoice. Client maintains title and risk of loss in all Products at all times.

3. Shipping; Fulfillment; Service.

• 3.1 If requested by Client, Lifo shall source sample products from Suppliers for Client’s approval prior to placing any Order therefore, provided Client will reimburse Lifo promptly for any out-of-pocket costs associated with such samples.
• 3.2 During the term of this Agreement, Lifo will arrange for storage of all Products prior to sale to Client’s customers (“Customers”) via the Customer Platform, which may be stored at Lifo’s or its contractors’ or agents’ facilities or may remain at Supplier’s facilities.
• 3.3 Lifo shall use reasonable efforts to (a) fulfill Products purchased by Customers and (b) provide first-tier customer service to Customers during its normal business hours, related to the Customer Platform. Client shall make itself available to answer Customer inquiries (through Lifo) regarding branding and marketing. Lifo and Customer shall enter into an agreement regarding Customer’s use of the Customer Platform, provision of personally-identifiable information to Lifo (“Customer Data”), and the purchase and sale of Products (the “EULA”). Client is not a party or a third party beneficiary to the EULA. Lifo may, but is not required to, provide certain Customer Data to Client upon request of Client.
• 3.4 Unless otherwise authorized by Client, Lifo shall notify Client of Products running low on inventory and, upon written approval (email sufficing) of Client, restock such Product. Lifo may, but is not required to, offer Product returns or replacements in its discretion, on terms determined by Lifo.
• 3.5 Lifo may opt to remove Product listings from the Customer Platform at any time (“Delisted Product”) if it reasonably suspects such Product or any Content included with or in such Product violates any applicable law or any third party right (including any intellectual property or other proprietary right).
• 3.6 In the event that Lifo removes the Delisted Product from the Customer Platform in accordance with Section 3.5, Lifo shall provide advanced notice to Client of such removal and ship any remaining inventory of Delisted Products to Client within fifteen (15) days of such removal. Client shall bear any costs and taxes associated with shipping and handling of the Delisted Products (the “Shipping Fees”). In the event that Client rejects the receipt of such Delisted Products or refuses to pay for the Shipping Fees, Lifo reserves the right to destroy the Delisted Products or sell the Delisted Products to a third party in its sole discretion.

4. Revenue Share; Reporting. Lifo shall list each Product on the Customer Platform at a listed price established by Lifo (“Listed Price”), and will use commercially reasonable efforts to sell each Product. For each Product sold by Lifo to Customers on the Customer Platform, Lifo shall pay the Customer the Revenue Share Rate (as set forth on the Order Form) of Net Sales (the “Revenue Share”). “Net Sales” means the gross revenue actually collected by Lifo from Customers for sale of the Products via the Customer Platform less (i) applicable sales, use, value-add, excise and other taxes, (ii) custom duties and other governmental assessments, (iii) Product returns, chargebacks, reversals or credits, (iv) shipping and insurance, (v) storage and handling fees, including any charged by Supplier, (v) Media Fees (defined below), and (vi) any additional mutually pre-approved costs, expenses and fees that the parties agree in writing to deduct on a case by case basis. Within fifteen (15) days after the end of each calendar month, Lifo shall calculate the Revenue Share for such month and pay the balance of Net Sales less the Revenue Share to Client (or Client’s authorized agent) (such amount, the “Remitted Amount”), along with a report detailing how the Net Share, Revenue Share and Remitted Amount were calculated. “Media Fees” means amounts Lifo spends on paid media or promotions on behalf of Client, as authorized and requested by Client.

5. Client Platform; Proprietary Rights.

6. Restrictions.

7. Warranties; Warranty Disclaimer.

8. Limitation of Liability. IN NO EVENT SHALL Lifo (OR ITS SUPPLIERS) BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICE, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL, AND TRADING AND INVESTMENT LOSSES, OR (D) DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF $1000 OR THE FEES PAID BY MERCHANT HEREUNDER IN THE ONE (1) MONTH PRECEDING THE APPLICABLE CLAIM EVEN IF Lifo HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

9. Term, Termination, Survival, and Termination Liability. This Agreement is effective for the Term as specified in the Order Form. If either party materially breaches this Agreement and such breach is not remedied within thirty (30) days after receipt by the breaching party of a notice thereof from the other party, the non-breaching party may immediately terminate this Agreement. Sections 2, 4, 5, 6, 7, 8, 9, 10, and 11 shall survive the termination or expiration of this Agreement. Other than termination for a material breach on the part of Lifo, Client shall not terminate this Agreement prior to the end of the applicable Term unless Client pays Lifo an early termination fee of $[0] USD. If Lifo has placed an Order prior to termination, it may, in its discretion, (a) sell such Products via the Customer Platform in accordance with the terms hereof or (b) return such Products to Client in accordance with Section 3.6, or (c) cancel such Order and invoice Client for any cancellation fees incurred in connection therewith (such invoice to be paid by Client within thirty (30) days after invoice date).

10. Confidentiality. Any technical, financial, business or other information provided by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) (“Confidential Information”) shall be held in confidence and not disclosed to any third party and shall not be used except to the extent necessary to carry out the Receiving Party’s obligations hereunder. This obligation will not apply to information that (i) is generally and freely publicly available through no fault of the Receiving Party, (ii) the Receiving Party otherwise rightfully obtains from third parties without restriction, or (iii) is independently developed by employees of the Receiving Party with no knowledge of or access to such information. For the avoidance of doubt, any information provided by Client relating to specifications or composition or structure of Products or any part thereof or the production or properties thereof, any information relating to Product purchase and sales, and any information regarding Customers (including Customer Data), is Confidential Information solely of Lifo.

General. All notices under this Agreement shall be in writing, and shall be deemed given when personally delivered, when sent by electronic mail, or three days after being sent by prepaid certified or registered U.S. mail to the address of the party to be noticed as set forth herein or such other address as such party last provided to the other by written notice. Neither party may assign its rights or obligations under this Agreement without the consent of the other party, except that Lifo may assign its rights and obligations hereunder to an affiliate or to a successor to all or substantially all of Lifo’s business or assets to which this Agreement relates. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. This Agreement supersedes all proposals, oral or written, all negotiations, conversations, or discussions between or among parties relating to the subject matter of this Agreement and all past dealing or industry custom. No changes or modifications or waivers are to be made to this Agreement unless evidenced in writing and signed for and on behalf of both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the State of CaLifornia (without regard to the conflicts of laws provisions thereof or the UN Convention on the International Sale of Goods). The sole jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in San Francisco, CaLifornia and each party consents to the jurisdiction of such courts with respect to any such action. In any action or proceeding arising out of this Agreement, the prevailing party will be entitled to recover costs and attorneys fees.