OnShip Auditing Services Registration

LAMPREY SYSTEMS REFUND SERVICES AGREEMENT PLEASE READ THIS INFORMATION CAREFULLY. IF YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MUST ACKNOWLEDGE YOUR AGREEMENT BELOW ON BEHALF OF YOURSELF AND THE ENTITY, IF ANY, WITH WHOM YOU ARE EMPLOYED OR REPRESENT. ONCE ACKNOWLEDGED, THIS DOCUMENT WILL CONSTITUTE A LEGAL AGREEMENT BETWEEN LAMPREY SYSTEMS, LLC ('Service Provider') AND YOU AND SUCH ENTITY (collectively referred to as 'Client' hereinafter). PLEASE PRINT OUT A COPY OF THIS SERVICE AGREEMENT AND RETAIN IT WITH YOUR FILES FOR FUTURE REFERENCE. The parties agree as follows: 1. Scope of Services. Service Provider agrees to provide the following services to Client: (i) Tracking and refund service, which determines if Client's shipments are delivered on time and/or in accordance with the Client's shipping carrier contract/agreement and/or shipping carrier's 'money back guarantee policy', and submits refund requests for all eligible shipments directly to Client or shipping carrier(s), and (ii) Contractual rate and accessorial charges audit, which determines if Clients are invoiced in accordance with Client's current or applicable shipping carrier contract/agreement and submits refund requests for all eligible charges directly to Client or shipping carrier(s), and (iii) Manifest audit, which determines if all packages charged by shipping carrier are shipped within (28) days after the Client's carrier invoice date and submits refund requests for all eligible charges directly to Client or shipping carrier(s), and (iv) Invoice summary reporting, which provides Client with shipping carrier invoice data in a spreadsheet format. 2. Data Privacy Clause. Client hereby grants to Service Provider, during the term of this Agreement, the non-exclusive right to view invoice and tracking data made available to Service Provider through www.FedEx.com, www.UPS.com, www.DHL.com, UPS World Ship software, UPS Billing Center, UPS Billing Data, FedEx Ship Manage/Power Ship, FedEx Billing Online and/or any other software or documentation Client uses for tracking, shipping or billing purposes. Service Provider agrees to use the 'Data' solely for the purpose of tracking and/or determining if shipments are eligible for refund. Service Provider may not index, present, publish and otherwise disseminate the Data in any format whatsoever without the express written consent by Client. 3. No ownership rights are transferred by this Agreement. Each party retains sole and exclusive rights to all of its intellectual property. Lamprey Systems remains the sole and exclusive owner of all software used for Tracking and Refund Requests, data collection, report generation, and any other shipping audit. 4. Fees and Payment Schedule. Service Provider will charge 50% of the total shipping refund(s) received as a direct payment, and/or invoice adjustment from shipping carrier by Client in relation to claims submitted directly to Client or shipping carrier(s). Refunds do not include cost of goods or monies received from carrier insurance claims by Client. Invoices will be payable on receipt and issued on a monthly invoice cycle. 5. Term. The term of this Agreement shall be for one year from the Effective Date of this Agreement unless terminated earlier in accordance with Section 6 and shall automatically renew for additional one (1) year periods. 6. Termination. Either party may terminate this Agreement upon thirty (30) days prior written notice to the other party. In addition, if either party should materially breach this Agreement, the non-breaching party may give the breaching party written notice of the breach and fifteen (15) days in which to cure. If the breaching party fails to cure the breach within such fifteen (15) day period, this Agreement shall automatically terminate on the expiration of the fifteen (15) day notice period. Upon termination of this Agreement (i) Client shall immediately cease using the service, (ii) Client shall pay to Lamprey Systems all Fees which have accrued prior to termination and are owed to Lamprey Systems. 7. Limited Liability. Lamprey Systems shall not be liable for any delay of performance under this Agreement or any damages suffered by Client as a result of such delay, when such delay is directly or indirectly caused by or results from any act of God or other intervening external cause, accident, governmental laws or regulations, labor disputes, civil disorder, transportation delays, failure caused by telecommunications or internet providers, or any other cause beyond the reasonable control of Lamprey Systems. Accuracy and completeness of the Data is provided by Lamprey Systems on a best efforts basis as received from FedEx, UPS, and/or DHL. Lamprey Systems shall not have liability attributable to the negligence of non-Lamprey Systems personnel, inaccuracy in data represented by third parties.