Terms and Conditions

Version 2.1 · Effective August 31, 2026 · Supersedes Version 2.0 (August 14, 2026)

These terms and conditions (these “T&Cs”) govern the Services provided by Nexus Web Services LLC, DBA Argo Shipping, a Utah limited liability company (“Argo”), to the partner identified in an Order (“Partner”).

Which version applies. The version of these T&Cs in effect on the date an Order is signed applies initially to that Order and remains applicable unless and until it is revised in accordance with Section 10.4. Argo maintains dated copies of every version and will provide the version applicable to an Order on request to partners@argoshipping.com. Version 2.1 applies to Orders signed on or after August 31, 2026. An Order signed before that date remains governed by the version in effect when it was signed, until revised in accordance with Section 10.4.

Order of precedence. Where documents conflict, they govern in this order: (1) a rider or addendum signed by both Parties, to the extent it expressly modifies the Order; (2) the Order; (3) the Print & Production Services Addendum, as to print, packaging, and media production services only; (4) these T&Cs; (5) the Policies. The Policies do not modify pricing, liability, insurance, term, billing dispute rights, or Service Level commitments.

1. DEFINITIONS

“Agreement” means the Order, these T&Cs, the Policies, the Print & Production Services Addendum where production services are purchased, and any rider, addendum, or amendment signed by both Parties, all of which are incorporated by reference.

“Approved Parts” means firearm parts, components, and accessories of a type identified on the approval schedule to a Firearm Parts Rider signed by both Parties, that are not excluded under that Rider, and that satisfy each condition stated on that schedule for the type. An item that does not satisfy each of those requirements is not an Approved Part.

“Argo Economy” means the Argo service tier identified as such on the Carrier Rate Sheet, every service under which carries no carrier liability and no claims process.

“Argo Portal” means the web application, warehouse management system, and inventory management system Argo makes available to Partner, together with the reports, records, and data Argo publishes through them.

“Business Day” means Monday through Friday, excluding United States federal holidays and any day the Fulfilling Warehouse is closed for a holiday Argo observes. Argo does not operate on Saturdays or Sundays and publishes its holiday schedule in the Argo Portal.

“Carrier Deposit” has the meaning given in Section 7.7.

“Carrier Rate Sheet” means the schedule of carrier rates Argo makes available to Partner, as updated from time to time. It is Argo’s Confidential Information.

“Claims Policy” means Argo’s Claims Policy, which states the procedures for submitting, documenting, and administering claims under Section 4.

“Compliant Inbound Shipment” means an inbound shipment that arrives with an accurate advance shipping notice transmitted at least twenty-four (24) hours before arrival, on a scheduled receiving appointment, palletized or cartonized to Argo’s receiving guidelines, with each carton labeled and each SKU identifiable by scannable barcode.

“Eligible Order” means an order transmitted through the Argo Portal or an integrated channel with complete and valid order and address data, for which sufficient inventory is on hand, unencumbered, and available at the Fulfilling Warehouse, that is not backordered or awaiting receipt, and that requires only standard pick, pack, and ship handling.

“Force Majeure Event” means any cause beyond Argo’s reasonable control, including severe weather, natural disaster, fire, flood, earthquake, epidemic or public health emergency, act of war, terrorism, or sabotage, civil unrest, government action, embargo, port or border closure, labor disruption not specific to Argo’s own workforce, carrier network failure or suspension of service, cyberattack, and utility, telecommunications, or internet outage.

“Fulfilling Warehouse” means the Argo facility from which an order is fulfilled or at which an inbound shipment is received.

“Goods” means any goods, materials, or property stored or handled by Argo under the Agreement.

“Order” means a Service Order or other ordering document signed by both Parties under which Argo provides Services, however styled, together with its pricing tables and any rider attached to it.

“Party” means Argo or Partner individually, and “Parties” means both.

“Peak Period” means the period in each year during which a peak season, demand, or comparable seasonal surcharge is in effect on shipments Argo tenders, as established and identified by Argo for that year, together with any additional period stated in the Order. Argo notifies Partner of the Peak Period by any method permitted under Section 13.4.

“Personal Data” means information relating to an identified or identifiable individual that Partner transmits to Argo or that Argo processes for Partner, including names, addresses, contact details, order and payment records, and online identifiers, together with any additional categories treated as personal information under applicable law.

“Policies” means Argo’s Operating & Service Policies, Data Privacy Policy, Cookie Consent Policy, and Claims Policy, each as updated from time to time and published at the addresses identified in the Order.

“Preferred Carrier” means a carrier with which Argo maintains a direct contract and through which Argo tenders shipments for Partner.

“Print & Production Services Addendum” means Argo’s Print & Production Services Addendum, which governs the print, packaging, and media production services described in Section 2.6 and applies only where such services are purchased. Argo publishes the current Print & Production Services Addendum at the address identified in the Order.

“Rate Year” means each calendar year, beginning January 1 and ending December 31 of the same year.

“Regulated Goods” means Goods that are dietary supplements, cosmetics, personal care products, food, beverages, over-the-counter drug or monograph products, or other products subject to regulation by the U.S. Food and Drug Administration, the Federal Trade Commission, the U.S. Department of Agriculture, the Alcohol and Tobacco Tax and Trade Bureau, or a comparable state or local authority, together with any category identified on an approval schedule to a Regulated Goods Rider signed by both Parties. Regulated Goods do not include Prohibited Goods under Section 8.3, which remain prohibited unless Argo agrees otherwise in writing.

“Regulated Goods Rider” means the rider signed by both Parties, together with its approval schedule, under which Argo agrees to handle specified Regulated Goods, as required under Section 8.4.

“Replacement Cost” means the actual cost for Partner to replace a unit from its manufacturer or supplier. It is not the retail price, the wholesale price, the price paid by Partner’s end customer, or any measure of shipping cost, lost profit, lost revenue, lost sales, or lost goodwill.

“Service Level” means a performance commitment stated in an Order and measured under Section 3.

“Services” means the services Argo provides to Partner as stated in an Order.

“Term” means the period from the effective date of an Order until it expires or is terminated.

2. SERVICES

2.1 Services and Orders. Argo provides the Services stated in a signed Order. Argo is not responsible for any service not stated in a signed Order. Argo may add capabilities to the Services from time to time; a new capability is included unless Argo identifies it as an optional subscription, and no optional subscription is billed unless Partner elects it.

2.2 Carriers and rate selection. Argo maintains direct contracts with Preferred Carriers and requires the use of its own carrier accounts. Argo selects the carrier and service for each shipment using rate-shopping tools that weigh cost, transit time, service level, and reliability. Where the Carrier Rate Sheet lists a rate for the service used, that rate applies; shipments moving on a market-priced service are billed at Argo’s rate in effect for that service at the time of shipment. Each shipment is itemized in the Argo Portal showing the service used and the amount charged. Argo manages carrier communications, pickups, and rate negotiations. Argo is not obligated to use a carrier or shipping account it does not own or control, and will do so only where the Order so provides; in that case Argo has no liability for delays, loss, damage, incorrect charges, or service failures arising from that carrier or account.

2.3 Selling channels. Argo does not provide sales or marketing services. Argo supports Partner’s selling channels by fulfilling and shipping orders, including merchant-fulfilled orders and bulk shipments to marketplace fulfillment centers, connecting Argo’s systems to Partner’s channels, relabeling or re-SKUing items to channel requirements, building channel-specific kits, and shipping sample or marketing product at Partner’s direction. Argo follows the vendor compliance requirements of the applicable channel and coordinates with that channel’s designated carrier. Partner pays the standard fulfillment and shipping charges for all such shipments.

2.4 Returns. Where the Order includes return handling, Argo receives returned Goods, documents receipt, and processes them according to rules agreed with Partner, including restocking saleable units and disposing of damaged units at Partner’s direction. Returns are billed at the rates in the Order, at Argo’s cost and not at retail cost. Where Argo requests disposition instructions for returned Goods and Partner does not provide them within thirty (30) days, Argo may return the Goods to saleable inventory, dispose of them, or donate them, in each case at Partner’s cost, and Argo has no liability for doing so. Returned Goods held pending instructions accrue storage at the rates in the Order.

2.5 Additional services. At Partner’s request Argo may provide analysis, planning, integration, and technology improvement services. Where such services carry a fee, they are documented in an Order or a statement of work. Partner’s approval of a statement of work is deemed given unless Partner objects within five (5) Business Days of receipt, and deliverables are deemed accepted unless Partner gives written notice of deficiencies within five (5) Business Days of completion. Argo retains ownership of all software, integrations, and improvements as provided in Section 11. Where Partner has paid Argo for work performed under a statement of work, Argo grants Partner a perpetual, non-exclusive, non-transferable, royalty-free license to use the resulting deliverable in Partner’s own business, which survives termination. That license does not extend to the Argo Portal, to Argo’s underlying systems or platform, or to any improvement to them.

2.6 Print, packaging, and media production. Production services are provided only under a separate sales order and are governed by the Print & Production Services Addendum, which applies only where such services are purchased.

2.7 Facilities and subcontractors. Argo determines which of its facilities receives, stores, and fulfills Partner’s Goods and may hold Goods at more than one facility. Argo may relocate Goods between its facilities on reasonable notice, at Argo’s cost where Argo initiates the move for its own convenience and at Partner’s cost where Partner requests it or the nature of the Goods requires it. Argo may perform any Service through subcontractors, temporary labor providers, and carriers, and remains responsible for their performance of the Services to the same extent as its own, subject to Section 12.4. This does not apply to a common carrier in possession of a package, which is governed by Section 4.3.

2.8 Operating days. Argo’s warehouses operate Monday through Friday and are closed on Saturdays, Sundays, and observed holidays. Argo reserves one day each week for family and worship and does not receive, pick, pack, ship, or tender Goods on Sunday. Orders transmitted, shipments arriving, and notices delivered on a day that is not a Business Day are deemed received on the next Business Day. Carrier weekend delivery is a function of the carrier’s network and does not obligate Argo to operate on those days.

3. SERVICE LEVELS

3.1 Application. Argo commits to Service Levels only where an Order expressly states them. This Section states how they are measured, what is excluded, and the remedy for a miss. Where an Order states a different percentage, window, exclusion, or remedy, the Order controls.

3.2 Eligibility. A Service Level applies only to Eligible Orders and, for receiving, only to Compliant Inbound Shipments. An order for which inventory is not on hand, unencumbered, and available at the Fulfilling Warehouse when the order is transmitted is not an Eligible Order. Backordered orders, pre-orders, orders awaiting inbound receipt, and orders for quarantined, damaged, held, or reserved inventory are excluded from measurement in every period.

3.3 Exclusions and tolling. An order or unit is excluded from measurement, and the applicable clock is tolled, only for so long as and to the extent Argo’s performance as to that order or unit is actually affected by: incomplete, invalid, or inaccurate order, address, or advance shipping notice data, or failure of address validation; a payment, credit, fraud, or chargeback hold; inventory that is out of stock, backordered, on hold, quarantined, damaged, or awaiting receipt; a hold, change, cancellation, or special instruction requested by Partner; kitting, assembly, special project labor, gift or custom packaging, or B2B routing-guide, EDI, palletization, labeling, or appointment requirements; an international order awaiting documentation or customs information from Partner; a carrier’s suspension of service, failure to pick up, capacity limitation, or system unavailability; failure of Partner’s cart, marketplace, ERP, or integration to transmit accurate data; Partner’s failure to fund the Carrier Deposit or pay an undisputed amount when due; or a Force Majeure Event. Argo will use commercially reasonable efforts to mitigate any such condition, will notify Partner of a Force Majeure Event materially affecting a Fulfilling Warehouse, and will resume measured performance promptly after it ends. No condition excuses performance except to the extent it actually affects the orders or units in question.

3.4 Peak Period. During a Peak Period, each fulfillment and receiving Service Level stated in the Order applies at the same percentage with one (1) additional Business Day added to the applicable period. Order accuracy and inventory accuracy commitments are not relaxed. Argo may establish Peak Period cutoffs, receiving deadlines, and appointment requirements and will communicate them under Section 13.4; an inbound shipment arriving during a Peak Period without an appointment scheduled in accordance with a requirement Argo has communicated is not a Compliant Inbound Shipment. Where the Order states a different Peak Period commitment, that commitment is conditioned on Partner delivering a written forecast of expected Peak volume by the date stated in the Order or, if none is stated, sixty (60) days before the Peak Period begins, and on actual volume falling within the tolerance stated in the Order or, if none is stated, within one hundred twenty percent (120%) of the forecast. If the forecast is not delivered or the tolerance is exceeded, the commitments in the first sentence of this Section apply instead.

3.5 Measurement and reporting. Service Levels are measured monthly by calendar month, as the number of Eligible Orders or Compliant Inbound Shipments meeting the commitment divided by the total deemed received in that month, excluding orders and units excluded under this Section. An order is deemed received on the Business Day it is transmitted, or the next Business Day if transmitted on a day that is not a Business Day, and ships when Argo tenders it to a carrier. Argo reports performance in the Argo Portal within ten (10) Business Days after month end. A month in which Partner transmits fewer than fifty (50) Eligible Orders is not measured. Partner must dispute a reported result within thirty (30) days after it is posted; results not disputed within that period are final.

3.6 No credits or payments. A failure to achieve a Service Level does not entitle Partner to a service credit, refund, rebate, offset, penalty, liquidated damage, or payment of any kind, and does not relieve Partner of any payment obligation, unless an Order or a rider signed by both Parties expressly provides otherwise. Argo offers Service Level credits only where they are purchased under such a rider. Such a failure is not itself a breach of the Agreement giving rise to damages.

3.7 Remedy. Where Argo misses the same Service Level in two (2) consecutive measured months, or any two (2) Service Levels in any rolling six (6) measured months, Argo will provide a written corrective plan within fifteen (15) Business Days after the second report is posted, identifying the cause, the actions Argo will take, and the date by which Argo expects to return to the committed level. Where Argo thereafter misses, in the following measured month, any Service Level that triggered the corrective plan, misses the same Service Level in any three (3) measured months within a rolling six (6) month period, or misses Service Levels four (4) times in any rolling six (6) month period, Partner may terminate the affected Order on thirty (30) days’ written notice given within thirty (30) days after the report evidencing the triggering miss is posted, and any longer notice period in the Order does not apply. This Section states Partner’s sole and exclusive remedy for a failure to achieve a Service Level, and the Performance Warranty in Section 12.2 does not apply to such a failure.

4. LOSS, DAMAGE, AND CLAIMS

4.1 Scope. This Section governs loss of, theft of, and damage to Partner’s product. It draws one controlling distinction: whether the product was in Argo’s possession or in a carrier’s possession when the loss occurred. It applies only to domestic United States shipments and to product held at Argo’s United States facilities. Argo provides no coverage for international shipments, including any shipment tendered to an international carrier or freight forwarder and any portion of transit outside the United States; Partner insures those shipments at its own expense. Argo has no responsibility under this Section or otherwise for Goods before Argo has received and recorded them, including while in transit to an Argo facility, while at a dock or in a trailer awaiting unload, and while held by a carrier or supplier. Risk of loss for inbound Goods passes to Argo on receipt and recording, and passes to Partner on release under Section 10.7. Where the Order states a different measure, maximum, coverage scope, or deadline, the Order controls.

4.2 Product in Argo’s possession. Where product is lost, stolen, or damaged while in Argo’s possession at a United States facility — after Argo has received and recorded it and before Argo has tendered the corresponding package to a carrier — Argo will reimburse Partner the lesser of (i) the Replacement Cost of the affected units and (ii) one hundred dollars ($100.00) per unit, and in no event more than twenty-five thousand dollars ($25,000.00) for any single loss event. Argo’s total liability under this Section for all loss events in any twelve-month period will not exceed the greater of (i) twenty-five thousand dollars ($25,000.00) and (ii) the fulfillment and service fees Partner paid Argo in the twelve (12) months preceding the loss event, and in no event more than two hundred fifty thousand dollars ($250,000.00), or the higher amount stated in an Order where Partner has declared excess value and paid the applicable charge. This Section states a separate and self-contained limit that applies instead of, and not in addition to, the limitation in Section 12.4 as to such loss; all other Claims remain subject to Section 12.4. Reimbursement under this Section is Partner’s sole and exclusive remedy for loss of, theft of, or damage to Goods in Argo’s possession, and is reduced by any amount Partner recovers for the same units from its insurer or a third party. Nothing in this Section limits Argo’s liability for conversion of Goods to its own use, as provided in Utah Code § 70A-7a-204(2).

Declared excess value. Partner may obtain a higher limit for some or all of its Goods by declaring an excess value in writing and paying the charge Argo quotes. A higher limit applies only where it is stated in an Order or a signed amendment and the charge has been paid, and only to the Goods and period identified there.

Recorded value. Replacement Cost must be recorded by Partner on the applicable SKU record in Argo’s inventory management system before the loss event. This is how the value of Partner’s product is declared to Argo and it is a condition of reimbursement: Partner is responsible for recording and maintaining a Replacement Cost on each SKU record, and Argo may but is not required to identify SKUs with no recorded value. Where no value has been recorded for an affected SKU at the time of the loss, Argo will notify Partner, and Partner shall within thirty (30) days after that notice both record the value and substantiate it by documentation of the actual cost to replace the unit from its manufacturer or supplier, which may include supplier invoices or purchase orders. Where Partner does so, Argo will reimburse at the lesser of the substantiated Replacement Cost and the per-unit limit stated above. Where Partner does not do so within that period, Argo has no obligation to reimburse for the affected units and the claim is closed. A value recorded after a loss event does not establish Replacement Cost for that loss unless it is substantiated as this paragraph requires. Argo may require documentation substantiating a recorded value and may decline any portion Partner cannot substantiate.

4.3 Product in a carrier’s possession. Argo does not insure, guarantee, or assume the risk of loss of or damage to packages in a carrier’s possession. Once Argo tenders a package, risk passes to the carrier, subject to that carrier’s published terms, tariffs, and liability limits. Argo is not a common carrier, is not an insurer, and does not sell cargo insurance. Partner’s sole and exclusive remedy for in-transit loss or damage is payment of the amount, if any, that Argo actually receives from the carrier for that loss, net of any amount the carrier applies against other charges owed by Argo. Argo passes such amounts through to Partner, has no obligation to pay any amount it has not received, and owes nothing where the carrier pays nothing. Argo does not advance, front, guarantee, or supplement carrier recoveries, and no such obligation arises from Argo having filed a claim, from the merits of a claim, or from a carrier’s failure to honor its own terms.

Services without recourse. Carrier liability is set by the carrier and is typically limited to a declared or default maximum. Every service offered under Argo Economy carries no carrier liability and no claims process: no claim exists to file on an Argo Economy shipment and no recovery is available for one, regardless of the value of the contents, and the absence of recourse is why Argo Economy is priced below Argo’s other services. Other services may also carry no claims process. The Carrier Rate Sheet Argo provides to Partner identifies the services available to Partner and which of them carry a claims process, and Argo will confirm that information on Partner’s request at any time. Partner acknowledges that services carrying no claims process are priced below services that do, and that Partner selects among available services with that difference disclosed.

Partner direction. Partner may direct Argo in writing to exclude Argo Economy, and any other service carrying no claims process, from rate shopping for some or all of its shipments; Argo will honor that direction prospectively after a reasonable implementation period, and affected shipments may be billed at the higher rate for the substituted service. Where Argo ships on a no-recourse service contrary to that written direction and the package is lost or damaged, Argo will pay Partner the amount Partner would have recovered had a service carrying a claims process been used, up to the applicable maximum in Section 4.4, and that payment is Partner’s sole and exclusive remedy for the mis-selection. On Partner’s written request, and where the carrier offers the option, Argo will declare excess value with the carrier and pass through the carrier’s excess value charge; any recovery remains governed by this Section.

Packages showing delivery. Where a carrier’s tracking scan, delivery record, geolocation data, or photographic evidence indicates delivery to the correct address, Argo will rely on that evidence and has no obligation to Partner for that package, including where Partner’s end customer asserts non-receipt. Argo will submit an inquiry to the carrier on written request; the outcome creates no obligation of payment by Argo.

Conditions. Any pass-through recovery requires that the package was shipped in compliance with Argo’s and the carrier’s guidelines, including packaging, labeling, weight, dimension, and prohibited-item requirements, and that the shipment data was complete and accurate.

4.4 Maximums for in-transit recovery. Pass-through recovery under Section 4.3 is limited to the amount the carrier pays and which is typically fifty dollars ($50.00) for packages under one pound and one hundred dollars ($100.00) for packages of one pound or more. Where the carrier’s own limit is lower, the carrier’s limit controls; where the carrier pays nothing, Argo owes nothing. These maximums apply to Section 4.3 only and do not govern Section 4.2.

4.5 Order accuracy. Argo scans and verifies each SKU against the order record before packing. Argo does not warrant that every order will be fulfilled without error and makes no representation as to any accuracy rate except as stated in an Order. An “Argo Fulfillment Error” means that Argo shipped a SKU the order did not specify, shipped a quantity other than that ordered, omitted an ordered item, damaged product through Argo’s packing, or assembled a kit with a component missing, substituted, or duplicated relative to the kit definition of record.

Remedy. Where Argo verifies an Argo Fulfillment Error, Argo will, at its election, either re-ship the correct item to Partner’s end customer at Argo’s cost, including fulfillment and shipping charges for the corrected shipment, or issue Partner a credit against fees for Argo Services in the amount that would be payable for the affected units under Section 4.2, subject to the same per-unit and per-occurrence limits. A credit is not a refund of fees paid or a payment of cash, expires on termination of the Agreement unless the Order provides otherwise, and may be applied against amounts otherwise payable by Partner notwithstanding Section 7.3. This remedy is Partner’s sole and exclusive remedy for an Argo Fulfillment Error.

Exclusions. No remedy is available where the SKU record — including barcode, description, or kit definition — did not correspond to the physical product, such that Argo’s verification confirmed the record as maintained; where the order as transmitted specified what Argo shipped; where the loss, shortage, or damage arose after tender to a carrier; where the asserted error cannot be substantiated by Argo’s pick verification, packing records, or the SKU record; or where the matter results from a Force Majeure Event. Partner is responsible for the accuracy of its product data.

4.6 Claims. Reimbursement, pass-through payment, and credits are not automatic and require a claim submitted in accordance with the Claims Policy, which states the required form, documentation, and administration, including how Argo files and pursues carrier claims on Partner’s behalf. A claim must be filed within sixty (60) days from the date of the loss event or, for in-transit claims, from the date the carrier accepted the shipment. A claim of an Argo Fulfillment Error must be filed within sixty (60) days after the shipment date. Where a loss of Goods in Argo’s possession is first evidenced by a cycle-count or inventory report Argo posts in the Argo Portal, the sixty (60) day period runs from the date that report is posted, provided no claim may be filed more than sixty (60) days after the loss event. A carrier’s own filing deadline may be shorter and controls whether a carrier claim can be filed at all. Claims are limited to one per shipment, and settlement of a claim is a full and final resolution of all loss or damage associated with that shipment. Where a claim satisfies the conditions stated in this Section 4, Argo will determine and pay it accordingly; as to any other claim, Argo may grant or deny it at its sole discretion. Nothing in this Section limits the exclusions or limitations of liability elsewhere in the Agreement.

4.7 Retailer and marketplace compliance chargebacks.

Where Partner purchases routing-guide labeling, carton labeling, palletization, appointment scheduling, or EDI services, Argo performs them as a ministerial service on Partner’s instructions and in accordance with the routing guide, vendor requirements, and data Partner supplies. Argo does not review, validate, or advise on a routing guide or vendor requirement and does not guarantee that any shipment will be accepted without a chargeback.

Allocation. Argo will credit Partner for a chargeback, fine, or vendor-compliance penalty assessed by a retailer or marketplace to the extent it is demonstrably caused by Argo’s own execution error, meaning a label Argo applied incorrectly, a carton or pallet Argo built or marked contrary to the requirements Partner supplied, an appointment Argo failed to schedule or attend, or an EDI document Argo failed to transmit or transmitted incorrectly when Argo held complete and correct data.

Exclusions. Argo has no responsibility for a chargeback to the extent it arises from data, routing guides, vendor requirements, item or dimension records, or purchase order information that Partner or its EDI, integration, or service provider supplied, transmitted, or failed to update; from a requirement Partner did not provide to Argo in its then-current form; from an error, misapplication, duplication, or reversal by the retailer or marketplace; from an on-time-in-full, fill-rate, or delivery-window failure attributable to inventory shortfall, backorder, late or non-compliant inbound receipt, forecast error, or a hold, change, or cancellation requested by Partner; from carrier performance, including late pickup, late delivery, or misdelivery; or from a Force Majeure Event.

Conditions. Partner shall dispute the chargeback through the retailer’s or marketplace’s dispute process and pursue reversal in good faith, and Argo’s obligation is net of any reversal, credit, or recovery Partner obtains or could reasonably have obtained. Partner shall notify Argo within thirty (30) days after the chargeback is assessed and provide the retailer’s chargeback documentation, the applicable routing guide or requirement, and the shipment records necessary to determine causation. Argo may inspect its own records and Partner’s records before issuing any credit, and Argo’s determination of causation is made in its reasonable discretion based on those records.

Limits. A credit under this Section will not exceed, per chargeback, three (3) times the fees Argo charged Partner for the affected labeling, palletization, appointment, or EDI services on the affected shipment; will not exceed five thousand dollars ($5,000.00) in any calendar month; and will not exceed, in any twelve-month period, the total B2B compliance service fees Partner paid Argo in the preceding twelve months. A credit is issued against fees for Argo Services and is not a refund of fees paid or a payment of cash. This Section states Partner’s sole and exclusive remedy for a chargeback, fine, or vendor-compliance penalty, and remains subject to Section 12.4.

Continued provision. Where Partner’s chargeback experience is materially driven by data, routing guides, or requirements outside Argo’s control, Argo may condition continued provision of these services on Partner taking corrective steps, and may discontinue them under Section 10.3.

5. INVENTORY, SHRINK, AND RECONCILIATION

5.1 Cycle counts. Argo performs cycle counts on a rolling basis and posts results in the Argo Portal. Partner must report a suspected inventory variance within thirty (30) days after the cycle-count report on which it is based is posted; variances not reported within that period are waived. A variance claim must identify the SKU, the quantity, and the count on which it is based, and Argo may inspect the Goods and Partner’s purchase, receiving, and sales records before issuing any credit.

5.2 Shrink. “Shrink” means the net negative variance between units recorded in Argo’s inventory management system and units physically on hand at the Fulfilling Warehouse, measured across all of Partner’s SKUs at that warehouse for a calendar quarter, after adjusting for documented receipts, shipments, returns, disposals, and transfers. A positive variance offsets a negative variance in the same quarter only where the affected SKUs are variants of the same product or where Argo documents a transposition, mis-slotting, mislabeling, or comparable handling event between them; an unexplained gain in one SKU does not offset a loss in an unrelated SKU.

5.3 Allowance and measure. Argo is responsible for Shrink only to the extent it exceeds an allowance of twenty-five hundredths of one percent (0.25%) of units shipped in the applicable calendar quarter. The allowance operates as a deductible: amounts within it are Partner’s responsibility in every case. Shrink for which Argo is responsible is credited at the lesser of the Replacement Cost Partner substantiates and the per-unit limit in Section 4.2, determined in accordance with the recorded-value and substantiation requirements of Section 4.2, and no credit is payable for units as to which Partner has not recorded and substantiated a value as that Section requires, excluding lost profit, revenue, sales, and goodwill. Argo reconciles Shrink quarterly, within thirty (30) days after the end of each calendar quarter, and issues any amount owed as a credit against fees. Argo’s total responsibility for Shrink in any twelve-month period will not exceed the fulfillment service fees Partner paid in that period. Credits under this Section count toward the twelve-month aggregate stated in Section 4.2.

5.4 Exclusions. Argo is not responsible for shortage within a case or pallet received with seals intact; for variance attributable to an inaccurate advance shipping notice, supplier over- or under-shipment, or Partner’s own count or data error; for variance in SKUs whose barcode, description, unit of measure, or kit definition did not correspond to the physical product; for manufacturer defect; for ordinary shrinkage, evaporation, or deterioration attributable to the nature of the Goods; for units consumed in sampling, photography, quality assurance, or destructive testing at Partner’s request; for units disposed of, donated, or destroyed at Partner’s direction; or for variance arising from a Force Majeure Event.

5.5 Relationship to Service Levels. An inventory accuracy Service Level measures counting accuracy at a point in time and is governed exclusively by Section 3. A failure to achieve it is not itself Shrink, does not establish Shrink, and does not entitle Partner to a credit under this Section; conversely, a credit under this Section is not a remedy for a missed Service Level. Partner may not recover more than once for the same units under this Section, Section 4.2, Section 4.5, or a carrier claim.

6. TECHNOLOGY AND DATA

6.1 Argo Portal. Subject to Partner’s payment of all amounts owed, Argo grants Partner a non-exclusive, non-transferable, non-sublicensable, revocable right during the Term to access and use the Argo Portal solely for Partner’s internal business purposes in connection with the Services. Argo and its licensors retain all right, title, and interest in those systems. The license terminates automatically on termination of the Agreement, subject to any access Argo elects to provide for final reconciliation. The visibility described in the Order is included and remains included, including each shipment with the service used and amount charged, Carrier Deposit balance and other Partner funds Argo holds, invoices and billing history, and inventory and transaction history. Access does not extend to Argo’s carrier agreements, carrier invoices, books, underlying costs, rates, or margins, all of which are Argo’s Confidential Information.

6.2 Users. Argo licenses access by named user. Included users, per-user rates, and any technology licensing or subscription fee are stated in the Order. Partner shall ensure each user has a unique credential, shall not share or resell access, shall promptly deactivate departing users, is responsible for all activity under its credentials, and shall promptly report any suspected unauthorized access.

6.3 Partner systems. Partner shall maintain its own licenses for its selling channel, warehouse, inventory, and other systems required to operate its business with the Services, and shall provide Argo a dedicated administrative account for those systems during the Term for the sole purpose of providing the Services. Partner shall maintain that access after termination until the final invoice is processed and paid, so that shipping and billing can be closed out properly. Failure to provide or maintain that access may prevent Argo from performing, in which case Argo is not obligated to provide the Services. After termination Argo’s access under this Section is limited to what is reasonably necessary to close out shipping and billing, and Argo will use read-only access where the system permits.

6.4 Data. As between the Parties, Partner’s order, inventory, product, and customer data in the Argo Portal is Partner’s data. Argo uses it to provide the Services, to comply with law, and as permitted by the Data Privacy Policy. Argo may collect, use, and retain de-identified and aggregated data derived from use of the Services for operations, benchmarking, security, and product improvement, provided it does not identify Partner or its customers. Argo’s reports, records, rate data, analytics, and system outputs are Argo’s Confidential Information.

6.5 Privacy and security. Argo’s collection and use of Personal Data is governed by the Data Privacy Policy and, for website visitors, the Cookie Consent Policy. Argo maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Personal Data and Partner Confidential Information in its possession. As between the Parties, Partner determines the purposes and means of processing Personal Data it transmits and is the controller or business; Argo processes it on Partner’s instructions as a processor or service provider and does not sell or share it. Partner shall transmit only the Personal Data reasonably necessary for fulfillment, shall not transmit sensitive personal data, payment card data, or health information, and represents that it has provided all required notices and obtained all required consents. Argo will notify Partner without undue delay, and in any event within seventy-two (72) hours, after confirming a security incident resulting in unauthorized acquisition of or access to Partner’s Personal Data in Argo’s possession, and will reasonably cooperate in Partner’s investigation. Partner is responsible for determining whether notification to individuals or regulators is required, for making it, and for its cost, unless the incident resulted from Argo’s negligence or willful misconduct. Argo’s notification is not an admission of fault.

6.6 Records and audit. Argo retains records of receiving, inventory transactions, orders, shipments, cycle counts, and invoices for not less than thirty-six (36) months, or longer where the Policies or a rider so provide, and may destroy them afterward without notice. Partner is responsible for exporting any data it wishes to retain before termination. Partner shall maintain records sufficient to substantiate any claim it makes, and a claim unsupported by such records may be denied. Not more than once in any twelve-month period, on thirty (30) days’ notice, Partner may audit Argo’s records relating solely to Partner’s Goods and the charges invoiced to Partner for the preceding twelve months, during normal business hours, at Partner’s expense, by Partner’s employees or an independent accountant that is not a competitor of Argo and has signed a confidentiality agreement reasonably acceptable to Argo. The audit does not extend to Argo’s carrier agreements, carrier invoices, rate structures, costs, margins, personnel records, or records of any other client. Argo will credit any overbilling and Partner shall pay any underbilling within thirty (30) days; where an audit establishes net overbilling exceeding five percent (5%) of the amounts audited, Argo will reimburse Partner’s reasonable audit cost. An audit does not extend or revive any claim deadline.

6.7 Availability and suspension. Argo does not warrant uninterrupted or error-free availability and may perform maintenance on, modify, or replace any system, provided it does not materially reduce Argo’s ability to meet its Service Levels. Argo may suspend or restrict access where an amount is past due, following an Event of Default, where necessary to protect the security or integrity of its systems or another client’s data, or where required by law. Suspension does not relieve Partner of any payment obligation, and Argo will restore access promptly after the cause is resolved.

7. PRICING, INVOICING, AND PAYMENT

7.1 Pricing. Partner pays for the Services at the pricing stated in the Order.

7.2 Invoicing and payment method. Argo invoices on the cycle stated in the Order and initiates payment automatically by ACH or card on the due date stated on the invoice, unless the Order or the invoice states otherwise. Before the first shipment Partner shall complete Argo’s payment authorization form for its elected method, which authorizes both invoice payments and Carrier Deposit replenishments and remains in effect until revoked in writing. Partner shall maintain sufficient funds in the designated account. Where the Order states payment terms or a remittance method different from the automated method described here, those terms govern for that Partner. Payment may not be made in cash or by check. Partner bears all fees associated with its chosen payment method, including a three and one half percent (3.5%) charge on card payments and all originating, intermediary, correspondent, and beneficiary bank charges on wire transfers, which must be remitted so that Argo receives the full invoiced amount without deduction. Partner shall give fourteen (14) days’ written notice before changing payment methods.

7.3 Fees. Fees are based on Services purchased rather than actual usage, payment obligations are non-cancelable, and fees paid are non-refundable, except as expressly provided in the Onboarding Guarantee below and in Section 12.2. A credit issued under Section 4.5 or Section 5.3 is a credit against fees and not a refund.

Onboarding Guarantee. If Argo fails to meet the onboarding commitments stated in the Order or in the written onboarding plan within sixty (60) days of the Order effective date (the “Onboarding Period”), or fails to achieve a Service Level stated in the Order in either of the first two (2) full calendar months following the Onboarding Period, Partner may terminate the Order on thirty (30) days’ written notice without penalty and without regard to any longer notice period. Where Argo failed to meet an onboarding commitment, Argo shall also pay Partner two hundred percent (200%) of the onboarding fees actually paid under that Order. No payment is due for a Service Level failure, for which the termination right is Partner’s sole and exclusive remedy. The Onboarding Guarantee applies only to fees designated as onboarding, implementation, or setup fees and actually paid; where no such fee is paid, no amount is payable. To be eligible Partner must have paid those fees in full, have provided the data, inventory, integration access, and approvals required of it within the stated timeframes, and have delivered written notice describing the missed commitment within thirty (30) days after the end of the Onboarding Period. Argo has fifteen (15) Business Days after that notice to meet the commitment, in which case no payment is due. Argo has no obligation where the miss results from Partner’s delay, a Partner-requested change in scope, or a Force Majeure Event. Argo’s total liability under the Onboarding Guarantee is two hundred percent (200%) of onboarding fees paid, payable once per Order.

7.4 Late payment. Each invoice is due on the due date stated on it (the “Invoice Due Date”); where an invoice is due on receipt or states no date, the Invoice Due Date is the invoice date. Partner has until the close of the third (3rd) Business Day after the Invoice Due Date to pay in full and correct any funding issue. If it is not paid by then, Partner shall pay any associated merchant or bank fees Argo incurs and interest of two percent (2%) per month, or the highest rate permitted by applicable law if lower, accruing from the Invoice Due Date, provided no interest accrues to the extent the delay is caused by Argo’s failure to initiate an authorized debit or by an amount properly disputed under Section 7.6.

7.5 Taxes. Partner is responsible for all taxes, levies, and duties of any nature arising from the Services or from Partner’s products, including value-added, sales, use, and withholding taxes, excluding only taxes on Argo’s net income. Where Argo is obligated to collect or pay such amounts they are invoiced to Partner unless Partner provides a valid exemption certificate. Partner shall reimburse Argo’s reasonable travel and living expenses incurred in performing Services away from Argo’s facilities at Partner’s request, and shall indemnify Argo against sales and use taxes related to Partner’s products.

7.6 Billing disputes. Partner shall notify Argo of any good-faith dispute of an invoice within fifteen (15) Business Days after the invoice date, identifying the invoice, the disputed line items, the amount in dispute, and the basis for the dispute in reasonable detail. Invoices not disputed within that period are deemed accepted. Partner shall pay all undisputed amounts when due. An amount properly disputed is not past due, accrues no interest, and does not give rise to an Event of Default while the Parties work in good faith to resolve it; during a dispute Argo may continue to require prepayment or an increased Carrier Deposit and may exercise all rights as to undisputed amounts. The Parties shall work in good faith to resolve a disputed amount within ten (10) Business Days after Argo receives the notice. If resolved in Argo’s favor the amount is due within three (3) Business Days, with interest from that date; if resolved in Partner’s favor Argo will credit it to the next invoice or, at Partner’s election, to the Carrier Deposit. A dispute raised in bad faith, or used to withhold undisputed amounts, is an Event of Default.

7.7 Carrier Deposit. Carrier charges are prepaid. Before Argo tenders Partner’s first shipment, Partner shall fund a deposit equal to one (1) month of expected carrier and shipping charges in the amount stated in the Order (the “Carrier Deposit”), and Argo is not obligated to receive, process, or ship Goods before it is funded. Argo applies carrier and shipping charges against the Carrier Deposit as they post, and Partner may view the balance and applied charges in the Argo Portal. When the balance falls below twenty-five percent (25%) of its then-current amount, Argo restores it to the full amount by charging Partner’s payment method on file and notifies Partner; replenishment is automatic and requires no separate approval. If the Carrier Deposit is exhausted and cannot be restored, Argo may hold or refuse to tender shipments until it is funded, without liability and without relieving Partner of any payment obligation, and the failure is an Event of Default. Argo may adjust the Carrier Deposit once per calendar quarter, on ten (10) days’ notice, to one (1) month of Partner’s average charges over the prior three (3) months, and may require a reasonable increase or prepayment following an Event of Default, a failed payment, a material adverse change in payment history, or an assignment or change of control; Partner shall fund an adjustment within ten (10) days. The Carrier Deposit remains Partner’s funds, earns no interest, is not held in trust or escrow, is not segregated, and may be commingled with Argo’s general funds. Partner grants Argo a security interest in the Carrier Deposit and any other Partner funds Argo holds, securing all amounts Partner owes, and Argo may apply them against any amount past due, any amount owed at termination, and the final invoice, notifying Partner promptly afterward. Any balance held for Partner by a provider whose business Argo has acquired is credited to the Carrier Deposit. Charges applied against the Carrier Deposit are itemized in the Argo Portal, and Partner shall dispute any such charge within the period stated in Section 7.6; charges not disputed within that period are deemed accepted. Any unused balance is refunded within thirty (30) days after the final invoice is issued and paid and all Goods have been removed.

7.8 Rate adjustments and surcharges. Argo applies a single annual adjustment of six percent (6%) to all rates for Services on January 1 of each year, including shipping and fulfillment rates, unless the Order states otherwise. The Parties acknowledge that Argo’s cost inputs — warehouse lease renewals, labor, equipment, materials, and carrier general rate increases — do not track consumer price indices and have historically increased at a faster rate, and that lease renewals in particular reset in step changes rather than gradually. This fixed adjustment is intended to give Partner one predictable annual change in place of service-by-service repricing as those costs move. Argo applies the adjustment once per Rate Year and will state it in writing before it takes effect. A surcharge is a separate charge and not a rate increase: peak-season, residential, delivery-area, fuel, oversize, and other accessorial surcharges are billed as the carriers implement them, appear as separate line items, and are unaffected by the annual adjustment. Where carrier rates or other third-party costs rise by more than six percent (6%) in any Rate Year, including additional surcharges other than annual peak season surcharges, Argo may adjust only the affected rates, and only as reasonably necessary to reflect the portion of those increased costs not already covered by that annual adjustment, on not less than thirty (30) days’ written notice stating the new rates, their effective date, and the cost increases they reflect, measured cumulatively from January 1 of that Rate Year. Where Argo adjusts rates under the preceding sentence, Partner may terminate the affected Order without penalty by written notice given before the stated effective date, specifying a termination date no later than thirty (30) days after it; any longer notice period does not apply, and the prior rates govern until termination takes effect.

7.9 Suspension. Where an undisputed amount remains unpaid more than three (3) Business Days after it is due, or two or more payment attempts fail in any sixty (60) day period, Argo may cancel payments to carriers and suspend shipping until the account is brought current, after giving Partner notice under Section 13.4, except where Argo is required by law or by a carrier or regulatory obligation to stop immediately. Either Party may set off any amount due to it under the Agreement against any amount it owes the other Party under the Agreement, including a credit, refund, or claim payment, and Argo may apply any credit owed to Partner against any amount then past due.

8. PARTNER OBLIGATIONS AND RESTRICTED GOODS

8.1 Data and instructions. Partner is responsible for the accuracy and currency of its product, order, address, and advance shipping notice data, for its SKU records including barcodes, descriptions, units of measure, and kit definitions, and for the instructions it gives Argo. Argo may rely on that data and those instructions without independent verification. Where an inbound shipment is not a Compliant Inbound Shipment, Argo may refuse it, hold it pending a scheduled appointment, or receive it and bill the additional handling at the special project labor or non-standard handling rate stated in the Order, and Argo is not responsible for delay in receiving or making available Goods delivered in that condition.

8.2 Title and encumbrances. Partner represents that it owns the Goods or is authorized by the owner to store and ship them, that the Goods are free of any lien or security interest other than one granted to Argo or disclosed to Argo in writing in advance, and that Partner may grant the warehouse lien and security interest in Section 10. Partner shall notify Argo in writing before delivering Goods subject to a third-party interest and identify the holder. Where a third party asserts an interest in Goods in Argo’s possession, Argo may condition release on satisfactory evidence of Partner’s right to direct their disposition, may interplead the Goods, and may recover its costs from Partner. Argo is not obligated to determine the validity of a competing claim.

8.3 Prohibited Goods. Partner shall not tender, and Argo will not knowingly handle, Goods whose possession, sale, storage, or shipment is unlawful; hazardous materials or dangerous goods requiring placarding, shipping papers, or special carrier authorization; explosives, propellant, black powder, primers, ammunition, loaded cartridges, or primed cartridge cases; firearms; frames or receivers, whether or not finished, serialized, or assembled, and any item that may readily be completed, assembled, restored, or converted to function as a frame or receiver; firearm precursor parts; silencers, suppressors, and other items regulated under the National Firearms Act; machine guns, machine gun conversion devices, and any part or combination of parts designed or intended to convert a firearm to fire automatically; destructive devices; other weapons; and firearm parts, components, and accessories, except Approved Parts handled under Section 8.15; controlled substances, cannabis, hemp-derived cannabinoids, or drug paraphernalia; prescription pharmaceuticals or Class III medical devices; alcohol, tobacco, nicotine, or vapor products; live animals or plants; human remains or biological, medical, or infectious material; perishable or temperature-controlled Goods; currency, bullion, precious metals or stones, negotiable instruments, or securities; fine art, antiques, or collectibles of extraordinary value; counterfeit, infringing, stolen, or recalled Goods; and any Goods a carrier used for the shipment prohibits. Argo may agree in writing in advance to handle a category otherwise listed here. The current detailed list is maintained in the Operating & Service Policies.

8.4 Restricted Goods. Regulated Goods may be handled only under a Regulated Goods Rider signed by both Parties, including its approval schedule. Argo will not receive, store, or ship such Goods before that Rider is executed, and a shipment tendered without one may be refused, quarantined, or returned at Partner’s expense. Shelf-stable, ambient food and beverage products may be handled under a Regulated Goods Rider. Perishable and temperature-controlled Goods remain Prohibited Goods under Section 8.3 unless Argo agrees otherwise in writing.

8.5 Argo’s right to decline. Argo may decline to receive, store, handle, or ship any Goods, and may discontinue handling Goods it has previously handled, in its sole discretion and without stating a reason. Without limiting that discretion, Argo does not handle obscene, pornographic, or sexually explicit material, or products Argo considers offensive or inconsistent with its values or those of its workforce, and may decline Goods presenting an unreasonable safety, regulatory, reputational, insurance, or carrier-compliance risk. Where Argo declines to continue handling Goods it is actively handling, Argo will give not less than thirty (30) days’ written notice and will continue to perform as to those Goods during the notice period so Partner can transition them; Partner shall remove them by the end of that period. That notice does not apply, and Argo may require immediate removal, where the Goods are unlawful, unsafe, recalled, prohibited by a carrier or regulator, or where continued storage would violate law or endanger persons, the facility, or other Goods. Argo may continue serving Partner generally while declining specific Goods or SKUs. Argo’s rights under this Section apply regardless of the Term and regardless of any minimum-term, minimum-volume, or discount commitment in an Order or rider, and Argo’s exercise of them is not a breach of the Agreement and gives rise to no liability, damages, or credit. Where the declined Goods represent a material portion of Partner’s volume, Partner may terminate the affected Order on thirty (30) days’ written notice, and no early-termination fee, discount recapture, or remaining minimum-term or minimum-volume obligation applies to that termination.

8.6 Compliance and use restrictions. Partner shall comply with all applicable laws, treaties, and regulations, including those relating to privacy, electronic communications, anti-spam, and export control, shall obtain all required permits and licenses, represents that it is not named on any U.S. government list of persons prohibited from receiving exports, and shall not permit use of the Services in violation of any embargo or export restriction. Partner shall not use the Services except as permitted under the Agreement; decompile, disassemble, or reverse engineer any underlying software except where that restriction is unenforceable; sell, rent, lease, sublicense, or time-share access; remove proprietary notices; circumvent account limitations; use the Services to build a competing product or service; obtain unauthorized access; transmit malicious code; or probe, scan, or benchmark the Services.

8.7 Consequences. Where Partner tenders Prohibited Goods, or Restricted Goods without the required Rider, Argo may refuse receipt, quarantine, hold, return at Partner’s expense, or — where required by law or where the Goods present an imminent hazard — dispose of the Goods, in each case at Partner’s cost and without liability. Partner shall reimburse Argo for all costs, fines, penalties, remediation, and carrier charges arising from Goods tendered in breach of this Section and shall indemnify Argo for any resulting Claim. Tender of unlawful Goods is an Event of Default.

8.8 Regulated Goods; Argo’s role. As to Regulated Goods, Argo performs holding, labeling support, and distribution functions only. As provided in Section 13.1, and for the avoidance of doubt, Argo does not take title to the Goods and is not a manufacturer, packer, distributor, labeler, seller, merchant, importer of record, or responsible person for the Goods for any purpose, including product liability and regulatory purposes, and Argo’s possession is that of a warehouse and bailee for hire. Partner is the responsible person for its cosmetic products, holds the master manufacturing record and specifications for its dietary supplements, and is responsible for its own facility registrations, product listings, and regulatory filings. Argo maintains only those registrations required of its own facility for the activities it performs and does not make a filing on Partner’s behalf. Argo is not a party to, and does not assume the obligations of, any quality agreement, supplier agreement, technical agreement, or corporate quality standard between Partner and a third party, and no such document binds Argo unless Argo signs it.

8.9 No advice, review, or verification. Argo does not provide legal, regulatory, tax, or customs advice; does not review or approve labels, claims, advertising, formulations, or specifications; and does not determine whether an item may lawfully be sold or shipped to any destination. Argo does not test, sample for analysis, certify, or verify the identity, purity, strength, potency, or composition of any item, and its receiving and inspection activities are visual, documentary, and quantitative only. Where Argo declines to receive, holds, quarantines, or refuses to ship an item on a compliance basis, that determination is an operational decision made to protect its facility, its personnel, and other Goods. It is not a regulatory determination, a legal or regulatory opinion, or advice to Partner, Partner remains solely responsible for the regulatory status of its Goods, and Argo’s exercise of that right is not a breach of the Agreement and gives rise to no liability, damages, or credit.

8.10 Storage conditions; Partner data. Argo holds Goods under ambient warehouse conditions. Argo does not provide temperature-controlled, humidity-controlled, refrigerated, frozen, or temperature-mapped storage or transport unless an Order expressly states that Partner has purchased it, and Partner is responsible for determining that ambient conditions are suitable for its Goods and for stating any storage-condition requirement in writing before tender. Perishable and temperature-controlled Goods remain subject to Sections 8.3 and 8.4. Partner is responsible for the accuracy and completeness of the lot, serial, expiration, date-code, shelf-life, storage-condition, and specification data it provides or records in Argo’s systems, and Argo may rely on that data as recorded without independent verification. Argo does not verify a lot number, expiration date, or date code against the product, a batch record, or any external source.

8.11 Product complaints and adverse events. Argo’s role as to a product complaint or adverse event is to receive, record, and transmit information to Partner. Argo does not evaluate, investigate, adjudicate, or report a complaint or adverse event to any regulator, does not determine whether one is reportable, and does not decide whether a product is adulterated, misbranded, or unsafe. Argo is not the responsible person, manufacturer, packer, or distributor for adverse event reporting purposes. Where Argo receives a communication reporting an illness, injury, allergic reaction, or other adverse event associated with the Goods, Argo will use commercially reasonable efforts to transmit it to Partner’s designated contact within one (1) Business Day, retain a copy, and take no further action. Partner is solely responsible for evaluating each such communication, for determining whether it is reportable, for making any required report within the period applicable law requires, and for maintaining the associated records. Argo does not solicit, screen, triage, or maintain a surveillance program for adverse events.

8.12 Recalls, withdrawals, and market actions. Partner has sole authority and sole responsibility for deciding whether to initiate, and for conducting, any recall, withdrawal, stock recovery, market action, field correction, or public notification concerning the Goods, and for all communications with a regulator, channel, customer, or the public about it. Argo has no authority to initiate one and no duty to determine whether one is required or to monitor for conditions that might require one.

On Partner’s written request, and to the extent its systems and facility operations permit, Argo will support Partner’s recall or withdrawal by placing affected lots, serial numbers, or date codes on hold in the Argo Portal; physically segregating affected units; providing a traceability report to the extent the underlying data was captured and remains available; receiving and processing returned units; staging affected units for pickup; and destroying, donating, or returning affected units at Partner’s written direction. Argo will use commercially reasonable efforts to begin executing a written hold request within one (1) Business Day after receipt at the contact Argo designates. Argo may decline any requested action it reasonably believes to be unlawful, unsafe, or beyond the capability of its facility. Recall support is provided at the special project labor rate stated in the Order, together with storage, freight, disposal, and materials charges at the rates stated in the Order, and is not included in per-unit fulfillment pricing.

Partner bears all cost and liability of a recall, withdrawal, or market action, including the cost of retrieving, replacing, refunding, destroying, and notifying, and including any such cost or liability arising from an ingredient, formulation, specification, label, claim, supplier, or contract manufacturer of Partner. Argo has no liability for product recall, withdrawal, or market-action costs as stated in Section 12.4, and Partner indemnifies the Argo Indemnitees against third-party Claims arising out of the Goods, including product safety and recall, as stated in Section 12.5. Argo’s participation in a recall or market action is not an admission of fault or an assumption of responsibility. Where a recall or market action results from an Argo Fulfillment Error, Partner’s remedy is the remedy stated in Section 4.5.

Argo will not ship an item Partner has identified to Argo in writing as recalled or withdrawn, and Argo may place affected units on hold on its own initiative where it has a good-faith basis to believe an item is subject to a recall, withdrawal, or regulatory action, pending Partner’s disposition instruction.

8.13 Regulatory inspections, inquiries, and government holds. Where a regulator or other governmental authority inspects a Fulfilling Warehouse, requests records or samples concerning Partner’s Goods, or directs Argo to hold, detain, or dispose of them, Argo will notify Partner promptly and provide Partner copies of the observations, requests, or orders that concern Partner’s Goods, in each case to the extent Argo may lawfully do so, and will reasonably cooperate with Partner’s response. Argo will comply with a lawful order or direction of a governmental authority, and its compliance is not a breach of the Agreement and gives rise to no liability, damages, or credit. Argo controls its own response to a matter concerning its facility or its own regulatory obligations. Partner is responsible for its own response to a regulator and for the cost of it, and shall reimburse Argo for the reasonable cost of Argo’s cooperation, including special project labor, records compilation, and sample provision, except to the extent the matter arises from Argo’s negligence or willful misconduct or concerns Argo’s own regulatory obligations.

8.14 Nature of Argo’s procedures; no implied obligations. Where Argo describes its operating procedures for Goods, whether in a rider, an approval schedule, a policy, a quality overview, a questionnaire response, or an audit response, those descriptions state Argo’s then-current practices. They are descriptions of practice, not warranties, guarantees, or performance commitments, and they are not “specifications” for purposes of Section 12.2. Argo may modify those procedures from time to time to reflect changes in its systems, facilities, staffing, equipment, or the requirements of a regulator, carrier, insurer, or selling channel, and will notify Partner of a modification that materially reduces the practices described. A modification is not a breach of the Agreement and gives rise to no liability, damages, or credit. Argo’s obligations as to Goods are those expressly stated in the Agreement, and no further duty, standard of care, quality-system obligation, or compliance undertaking is implied from a procedure described, from any regulation cited, or from Argo’s participation in an audit, inspection, complaint, or recall. This Section and Sections 8.8 through 8.13 survive termination for so long as any claim relating to the Goods may be asserted.

8.15 Approved Parts. Firearm parts, components, and accessories may be handled only under a Firearm Parts Rider signed by both Parties, and only as to Approved Parts. Argo handles an item only where its type is identified on the approval schedule to that Rider, the item is not excluded under the Rider, and each condition stated on that schedule for the type is satisfied. Any other item remains subject to Sections 8.3, 8.5, and 8.7. A Firearm Parts Rider is Argo’s advance written agreement under Section 8.3 as to Approved Parts only, is limited to the types, conditions, and facilities identified on its approval schedule, and does not modify Section 4, Section 12, or Section 13.1. Argo does not take title to Approved Parts, is not a licensed firearms dealer, importer, manufacturer, or gunsmith, holds no license under the Gun Control Act or any comparable state law, and is not a seller, distributor, or transferor of Approved Parts for any purpose, including product liability and regulatory purposes. Argo does not assemble, machine, finish, serialize, mark, engrave, fit, or test any item and performs no activity for which a license is required, and Argo’s possession is that of a warehouse and bailee for hire. Argo has no obligation to inspect for, identify, or intercept an item that is not an Approved Part, and its receipt, storage, or shipment of such an item is not a waiver, an approval, or a determination that the item is permitted.

8.16 Classification, licensing, and destinations. Partner is responsible for the legal classification of each item it tenders as an Approved Part, for holding each license, permit, and registration required for its business and for the sale and shipment of each item, and for determining the destinations to which each item may lawfully be shipped and maintaining that determination as law changes. Partner shall configure its selling channels so that an order is not transmitted for a destination to which the item may not lawfully be shipped, and shall ensure that its channels perform any age verification, purchaser eligibility screening, licensed-dealer routing, and record-keeping the item or destination requires. Partner shall not tender an item for export or for shipment outside the United States. Argo does not classify Approved Parts, does not determine whether an item, purchaser, or destination is lawful, and does not screen, hold, reject, or reroute an order on that basis. Argo fulfills each order as transmitted and may rely on the item, classification, dimension, and destination data Partner provides or records in Argo’s systems without independent verification. Partner shall notify Argo within two (2) Business Days after becoming aware of an enforcement action, license suspension or revocation, carrier suspension, recall, or change in law that affects an item of Approved Parts held by Argo.

8.17 Special carrier services. Where an item or destination requires adult signature, age verification at delivery, a licensed-dealer consignee, or another special carrier service, Partner shall identify that requirement in the order or item data it transmits to Argo. Where the requirement is identified in the data Argo receives, Argo will select the corresponding carrier service where the carrier makes one available for the shipment and will pass through its cost. Argo does not determine which items, purchasers, or destinations require adult signature or any other special service and has no liability for an order transmitted without that identification. Where a carrier declines, restricts, or discontinues a service or refuses to transport an item, Argo has no liability and Section 2.2 governs.

8.18 Insurance; suspension; no implied duties. In addition to the coverage required by Section 9, for so long as Argo holds Approved Parts Partner shall name Argo as an additional insured on its commercial general liability policy, including products and completed operations coverage; maintain products and completed operations limits of not less than two million dollars ($2,000,000) per occurrence and four million dollars ($4,000,000) in the aggregate; and cause each such policy to be primary and non-contributory as to any loss arising from the Goods and to include a waiver of subrogation in Argo’s favor. Partner shall provide a certificate evidencing that coverage before Argo receives the first shipment of Approved Parts and within ten (10) Business Days after written request thereafter. Argo has no obligation to review, verify, or track any certificate or policy Partner provides, and acceptance of a certificate that does not comply with this Section is not a waiver. Where a condition on the approval schedule is not satisfied, or where a change in law, regulation, carrier requirement, insurance requirement, or channel requirement makes continued handling of a type of Approved Parts unlawful or commercially impracticable for Argo, Argo may suspend handling of the affected type immediately on notice, and that type is thereafter governed by Sections 8.5 and 8.7. Suspension is not a breach of the Agreement and gives rise to no liability, damages, or credit, and where the affected type represents a material portion of Partner’s volume Partner’s termination right under Section 8.5 applies. Argo’s obligations as to Approved Parts are those expressly stated in the Agreement and the Firearm Parts Rider, and Section 8.14 applies to any procedure Argo describes as to them. This Section and Sections 8.15 through 8.17 survive termination for so long as any claim relating to Approved Parts may be asserted.

9. INSURANCE

9.1 Required coverage. Partner shall maintain, at its own expense and throughout the Term, (i) property or inventory coverage on the Goods, on an all-risk basis, in an amount not less than the full replacement cost of Goods on hand at Argo’s facilities at any time, and (ii) commercial general liability coverage including products and completed operations, with limits not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) in the aggregate. Where the Order states different limits, those limits control.

9.2 Terms of coverage. Partner’s insurance is primary and non-contributory as to any loss arising from the Goods, and Partner shall use commercially reasonable efforts to cause its insurers to waive all rights of subrogation against Argo. Partner is not required to name Argo as an additional insured or to deliver certificates in the ordinary course, but shall provide evidence of the required coverage within ten (10) Business Days after written request and shall notify Argo if coverage lapses or is cancelled.

9.3 Uninsured Goods. Argo does not insure the Goods and has no insurable interest in them. Except as expressly provided in Section 4, and except to the extent caused by Argo’s negligence or willful misconduct, Argo is not responsible for loss, damage, or deterioration of the Goods, and storage is at Partner’s risk. Partner’s failure to maintain the required coverage does not transfer any risk to Argo, does not expand Argo’s obligations, and does not excuse any payment obligation. Argo maintains general liability and other coverage adequate for its own operations.

10. TERM, TERMINATION, REMOVAL, AND DEFAULT

10.1 Term. The Term is as stated in the Order and continues until the Order expires or is terminated. On termination each Party shall reconcile and pay its pending obligations to the other. Argo may issue its final invoice after all transactions are reconciled and all Goods are removed, and Partner shall pay it within thirty (30) days of its date.

10.2 Notice of termination; wind-down. A notice of termination is a formal written notice that the relationship is ending. To be effective it must be signed by an authorized representative and delivered by electronic mail to the address Argo designates for notices, or by another written method permitted under Section 13.4. A telephone call, text message, in-person statement, chat message, or support ticket is not a notice of termination and does not start any notice period. The termination date is the date stated in the notice, which must be no earlier than the end of the notice period required by the Order, measured from delivery; where the notice states no date, or a date earlier than the required period allows, termination takes effect on the last day of that period. Through the termination date Argo continues to perform and Partner continues to transmit orders, fund the Carrier Deposit, and pay invoices in the ordinary course. Argo will not release Goods in bulk before the termination date, and removal under Section 10.7 begins on that date. On and after it, each Party shall act promptly and reasonably to make the Goods available, complete final reconciliation, remove the Goods, and pay all amounts owed. Nothing in this Section limits Argo’s rights following an Event of Default.

Argo may terminate any Order for convenience on ninety (90) days’ written notice, or on thirty (30) days’ written notice where Argo determines in good faith that continued performance presents a legal, regulatory, safety, reputational, or credit risk. Argo’s right under this paragraph applies regardless of any minimum-term, minimum-volume, or discount commitment in an Order or rider. Where Argo terminates for convenience, no early-termination fee, discount recapture, or remaining minimum-term or minimum-volume obligation applies, and Argo will reasonably cooperate in an orderly transition on the terms stated in Section 10.7.

10.3 Discontinuation of a Service. Argo may discontinue or deprecate any Service on at least sixty (60) days’ prior written notice and will use commercially reasonable efforts to assist Partner in transitioning. Where the discontinued Service is material to Partner’s use of the Services, Partner may terminate the affected Order without penalty by written notice given before the effective date, specifying a termination date no later than thirty (30) days after it, and any longer notice period does not apply. Discontinuation does not terminate the balance of an Order or relieve Partner of obligations accrued before it.

10.4 Changes to these T&Cs, the Policies, and the Addendum. Argo may revise these T&Cs, the Policies, and the Print & Production Services Addendum from time to time. A revision takes effect on the date stated in Argo’s notice, which will be not less than thirty (30) days after notice is given, except that where a revision is required by law, regulation, or a carrier, payment network, or other third-party requirement, it takes effect on such shorter notice as the requirement reasonably allows and the termination right in this Section does not apply to it. Where a revision materially reduces Partner’s rights or increases fees beyond the annual adjustment in Section 7.8, Partner may terminate the affected Order without penalty by written notice given before that effective date, specifying a termination date no later than thirty (30) days after it; any longer notice period does not apply and the prior version governs until termination takes effect. Termination under this Section is Partner’s sole and exclusive remedy for a revision. A revision does not materially reduce Partner’s rights merely because it clarifies existing terms, corrects an error or inconsistency, is administrative or operational in nature, adds or modifies a service Partner has not purchased, or applies only to Orders signed on or after its effective date. Where Partner does not terminate as provided in this Section, the revision takes effect on the date stated in Argo’s notice and thereafter governs the affected Order, and Partner’s continued use of the Services on or after that date constitutes acceptance of it. Every version remains archived and available on request. A revision to the Print & Production Services Addendum may not modify the limitations of liability in Section 12.4 or the loss and damage provisions of Section 4.

10.5 Events of Default. Each of the following is an “Event of Default”: any undisputed amount remains unpaid more than three (3) Business Days after it is due; two or more payment attempts fail in any sixty (60) day period for a reason other than Argo’s error; Partner fails to fund or restore the Carrier Deposit when required; Partner states in writing or by its conduct makes clear that it does not intend to pay an amount owed or perform a material obligation; Partner becomes insolvent, admits in writing its inability to pay its debts, or makes an assignment for the benefit of creditors; a bankruptcy or receivership proceeding is commenced by or against Partner and is not dismissed within thirty (30) days; a third party initiates a lien, levy, writ of attachment, or garnishment against Partner’s Goods and it is not dismissed within thirty (30) days; any representation or warranty is found to be false; Partner is in default under any other agreement with Argo; or Partner commits any other breach that is not cured within thirty (30) days after written notice.

10.6 Remedies on default. Cancellation is effective immediately on notice where the Event of Default is non-payment, failure to fund the Carrier Deposit, insolvency or a bankruptcy or receivership proceeding, or tender of Goods that are unlawful or that Argo is prohibited from handling. For any other Event of Default, cancellation is effective thirty (30) days after written notice unless the Order states a different period. On and after an Event of Default, and without limiting any other remedy, Argo may suspend or refuse to receive, process, or ship Goods; apply the Carrier Deposit and any other Partner funds against amounts owed; require prepayment or an increased deposit as a condition of continued service; withhold release of Goods until all amounts owed are paid in full; bill remaining Goods at the Dormant / Holdover Storage rate; enforce the lien and security interest in Section 10.9; and recover all costs of collection, including reasonable attorney’s fees, whether or not suit is filed. Exercise of one remedy does not waive another, and delay in exercising a remedy is not a waiver of it.

10.7 Removal and final reconciliation. Partner shall remove all Goods within ten (10) Business Days where Argo has cancelled following an Event of Default, after the cancellation date, and shall pay all amounts owed. Removal occurs during normal operating hours on reasonable advance notice, on loading appointments scheduled in good faith. So long as Partner’s account is current and no Event of Default is outstanding, Argo will reasonably cooperate in an orderly transition, make the Goods available, and schedule appointments promptly, and the removal period is extended day for day to the extent removal is delayed by Argo. Argo is not obligated to release Goods while any amount is past due. Removal of Goods in standard palletized, shippable condition is billed at the outbound pallet handling rate in the Order; the product disposal or removal project rate applies only where Argo disposes of, destroys, or donates Goods, or where the Goods require re-palletizing, sorting, repacking, relabeling, or other non-standard handling. Argo may require prepayment of estimated removal, handling, and shipping charges. Risk of loss passes to Partner when the Goods are loaded onto the carrier or vehicle Partner designates, and where Partner arranges the carrier Argo has no liability for loss, damage, or delay after release.

Final inventory report. On completion of removal Argo delivers a final inventory report stating the quantity of Goods released by SKU. That report, together with the bill of lading, packing list, or pickup receipt signed when the Goods are released, is the controlling record of quantity released. A claim of variance must be made within thirty (30) days after the report is delivered and must be supported by the receiving party’s dated, unit-level receiving records; Argo may inspect the Goods and those records before issuing any credit. Where Partner requested and paid for a unit-level verified count at removal, that count supersedes this paragraph and binds both Parties. Claims of variance do not suspend Partner’s obligation to pay the final invoice.

10.8 Holdover and abandoned Goods. Goods remaining after the removal period are billed at the Dormant / Holdover Storage rate stated in the Order or, where no such rate is stated, at the greater of thirty dollars ($30.00) per stored pallet position per month or two hundred fifty dollars ($250.00) per month, accruing from the first day after the period expires and in addition to all other amounts owed. Where Partner fails to remove the Goods and pay all amounts owed within that period, Argo may give written notice by electronic mail and to Partner’s last known address (an “Abandonment Notice”) demanding removal and payment of all outstanding amounts, including storage, handling, transportation, labor, and administrative charges and any other costs Argo has incurred in connection with the Goods. Partner has ten (10) days from the date the Abandonment Notice is given to remove the Goods and settle all charges, and storage continues to accrue throughout. If Partner does not do so, the Goods are deemed abandoned and Argo may proceed under Section 10.9 without further notice except as required by law. Argo is not liable for loss, damage, or depreciation of Goods after the Abandonment Notice period expires, and Partner waives any claim arising from their sale or disposal. Argo may instead elect to ship the Goods back to Partner at Partner’s sole cost, subject to prepayment of estimated shipping and of any modifications Partner requests.

10.9 Warehouse lien and security interest. Argo has and retains a warehouse lien on all Goods of Partner in its possession and on their proceeds, under Utah Code § 70A-7a-209, for storage, transportation, insurance, labor, and other charges and expenses in relation to the Goods, and for like charges in relation to other Goods of Partner whenever deposited. Partner also grants Argo a security interest in the Goods and their proceeds under Utah Code Title 70A, Chapter 9a, securing all amounts Partner owes Argo for Services, storage, handling, transportation, labor, and other charges relating to Goods Argo holds or has held, and authorizes Argo to file a financing statement to perfect it. Any financing statement will describe the collateral as Goods of Partner in Argo’s possession and their proceeds, and Argo will not file an all-assets or blanket financing statement against Partner. Where Partner has an existing institutional lender holding a security interest in the Goods, Argo will on request enter into a commercially reasonable subordination, intercreditor, or lien waiver arrangement with that lender. Argo will file or deliver a termination statement only as and when required by applicable law following Partner’s written demand, and none is required while any amount remains owed or any Goods remain in Argo’s possession. Partner shall not grant a competing security interest in Goods held by Argo without Argo’s prior written consent.

Enforcement. Where Partner fails to pay all outstanding charges and remove the Goods within the applicable notice period, Argo may enforce its lien and security interest on commercially reasonable terms and in accordance with Utah Code § 70A-7a-210 and other applicable law by selling the Goods at public or private sale after giving Partner and any other person known to claim an interest written notice stating the amount claimed in itemized form, describing the Goods, and demanding payment within not less than ten (10) days after the notice is received; by applying the proceeds to the amounts owed and the costs of sale, holding any surplus for the person entitled to it; or, where the Goods cannot reasonably be sold, by donating or destroying them at Partner’s expense. Partner remains liable for any deficiency and for all costs of enforcement and disposition.

11. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

11.1 Confidential Information. “Confidential Information” means non-public information of a Party that is designated as confidential or that a reasonable person would understand to be confidential. Argo’s Confidential Information includes its business, financial, supplier, carrier, contractor, and process information, its systems, software, and technology, its client lists and the confidential information of its other clients, its pricing models and price schedules, and the Carrier Rate Sheet. Partner’s Confidential Information includes its product, cost, pricing, volume, forecast, supplier, and customer information and its order and inventory data. Confidential Information does not include information that is or becomes public without breach, that the receiving Party develops independently without reference to it, that the receiving Party lawfully held before disclosure, that a third party discloses without restriction, or that consists of practices generally known in the logistics industry.

11.2 Obligations. Each Party will protect the other’s Confidential Information with at least the same degree of care it uses for its own, and never less than reasonable care, and will use it only to perform its obligations and exercise its rights under the Agreement. A Party may disclose Confidential Information only to those of its employees, officers, and professional advisors who need it and who are bound by confidentiality obligations at least as protective as this Section, and is responsible for any breach by a person to whom it discloses.

11.3 Rate Information. Partner acknowledges that Argo’s Carrier Rate Sheet, carrier contracts, negotiated rates, discounts, incentives, rebates, accessorial pricing, cost structure, and margin (“Rate Information”) are among Argo’s most valuable trade secrets, that Argo derives independent economic value from their secrecy, and that disclosure would cause immediate and irreparable harm. Partner shall not disclose Rate Information to, or use it for the benefit of, any carrier, freight broker, competing third-party logistics provider, prospective provider of fulfillment or transportation services, or any affiliate of them, and shall not use it to solicit or negotiate carrier rates for itself or anyone else, or publish, benchmark, aggregate, or post it. This Section restricts Partner’s use and disclosure of Argo’s Rate Information only; it does not limit Partner’s right to terminate in accordance with the Agreement, and the requirement that Partner use Argo’s carrier accounts is stated in Section 2.2. Partner may disclose Rate Information to an independent freight auditor, accountant, attorney, or consultant it engages to review its own shipping spend, invoice accuracy, or logistics costs, provided the recipient is not a carrier, broker, or third-party logistics provider or an affiliate of one, is bound by a written confidentiality agreement at least as protective as this Section naming Argo as an intended third-party beneficiary, uses the information solely to advise Partner, and does not disclose it to any carrier or prospective provider. Partner remains responsible for any breach by that recipient. A breach of this Section 11.3 is an Event of Default.

11.4 Compelled disclosure and duration. A Party required by law or valid legal process to disclose the other’s Confidential Information may do so, provided it gives prompt notice unless prohibited and discloses only what is legally required. The obligations in this Section continue for three (3) years after termination, except that obligations as to Rate Information and any trade secret continue for so long as the information remains a trade secret or is not publicly available. On termination or written request, each Party shall return or destroy the other’s Confidential Information, except copies retained in routine backups or as required by law or Section 6.6, which remain subject to this Section.

11.5 Injunctive relief. Each Party acknowledges that an actual or threatened breach of this Section 11, including of the Rate Information obligations, would cause the other irreparable harm for which money damages alone would not be an adequate remedy. Accordingly, either Party may seek temporary, preliminary, and permanent injunctive relief and any other appropriate relief, without the necessity of posting a bond, in addition to every other remedy available at law or in equity. Nothing in this Section limits a court’s discretion to determine whether injunctive relief is warranted in any particular case.

11.6 Intellectual property. Each Party retains all right, title, and interest in the intellectual property it owned or developed before the Effective Date and in any it develops independently of the Agreement. Argo owns all right, title, and interest in the Argo Portal, its warehouse, inventory, and shipping management systems, and its software, tools, interfaces, workflows, processes, methods, know-how, templates, reports, analytics, and rate and cost data, together with all modifications, enhancements, and derivative works, whether or not developed in the course of providing Services to Partner and whether or not suggested, requested, or funded by Partner. Partner owns all right, title, and interest in its brands, product designs, artwork, content, and product specifications, and, as between the Parties, in the data described in Section 6.4. Where Partner provides feedback, suggestions, or ideas concerning the Services or Argo’s systems, Partner grants Argo a perpetual, irrevocable, worldwide, royalty-free license to use and exploit them without restriction or obligation, and any resulting improvement to Argo’s systems or processes is owned exclusively by Argo. Neither Party acquires any license to the other’s intellectual property except as expressly granted.

12. WARRANTIES, LIABILITY, AND INDEMNITY

12.1 Mutual warranties. Each Party represents and warrants that it will comply with all laws applicable to its performance, that it is free to enter into the Agreement without any conflicting restriction, and that the person executing the Order on its behalf is authorized to do so.

12.2 Performance warranty. Argo represents and warrants that the Services will conform to their specifications in all material respects and that Argo and its personnel possess the experience, training, and skill necessary to perform them. On written notice of a breach, Argo shall re-perform the affected Services at its own expense. Where Argo fails to bring the Services into conformity within ninety (90) days after that notice, Argo shall provide a prorated refund of the price for the period the Services were materially non-conforming, together with any prepayment for the post-termination period, and Partner may terminate the Agreement with no further obligation other than outstanding invoices for conforming or accepted Services. That refund is Partner’s sole remedy and Argo’s sole responsibility for a breach of this warranty. This warranty does not apply to a failure to achieve a Service Level, which is governed exclusively by Section 3, or to an individual order picked or packed in error, which is governed exclusively by Section 4.5, and Argo’s obligation to re-perform does not require re-shipping Goods at its own cost except as Section 4.5 provides. This Section does not limit the Onboarding Guarantee in Section 7.3.

12.3 Disclaimer. Except for the warranties expressly stated in the Agreement, each Party disclaims all other warranties of any kind, express or implied, including the implied warranties of merchantability and fitness for a particular purpose, and the Services are provided “as is” and “as available.”

12.4 Limitation of liability. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, LOSS OF PROFITS, INTERRUPTION OF BUSINESS, LOST GOODWILL, LOST REVENUE, OR LOST OPPORTUNITY. ARGO’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION, IS LIMITED TO THE FULFILLMENT AND SERVICE FEES ACTUALLY PAID TO ARGO BY PARTNER UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. FOR THIS PURPOSE, FULFILLMENT AND SERVICE FEES EXCLUDE CARRIER AND SHIPPING CHARGES, POSTAGE, FUEL AND ACCESSORIAL SURCHARGES, DUTIES, TARIFFS, TAXES, MATERIALS, AND ANY OTHER AMOUNT ARGO COLLECTS AND REMITS OR PASSES THROUGH TO A THIRD PARTY, AND EXCLUDE THE CARRIER DEPOSIT AND ANY OTHER PARTNER FUNDS HELD BY ARGO. THIS LIMITATION APPLIES IN THE AGGREGATE AND IS NOT RESET BY THE NUMBER OF CLAIMS, ORDERS, SHIPMENTS, OR UNITS INVOLVED. IT DOES NOT LIMIT PARTNER’S PAYMENT OBLIGATIONS, PARTNER’S INDEMNIFICATION OBLIGATIONS, OR PARTNER’S OBLIGATIONS UNDER SECTIONS 8 AND 11. LOSS OF, THEFT OF, OR DAMAGE TO GOODS IN ARGO’S POSSESSION IS GOVERNED BY THE SEPARATE LIMITS IN SECTION 4.2 AND NOT BY THIS SECTION.

WITHOUT LIMITING THE FOREGOING, ARGO HAS NO LIABILITY, WHETHER CHARACTERIZED AS DIRECT OR INDIRECT, FOR: PRODUCT RECALL, WITHDRAWAL, OR MARKET-ACTION COSTS; RETAILER, MARKETPLACE, OR CHANNEL CHARGEBACKS, FINES, ROUTING-GUIDE OR VENDOR-COMPLIANCE PENALTIES, OR ON-TIME-IN-FULL PENALTIES, EXCEPT TO THE EXTENT EXPRESSLY ALLOCATED TO ARGO UNDER SECTION 4.7; SUSPENSION, DELISTING, SUPPRESSION, OR LOSS OF RANKING, BUY BOX, SELLER RATING, OR ACCOUNT HEALTH ON ANY MARKETPLACE OR SELLING CHANNEL; LOST SALES, LOST CUSTOMERS, LOST MARKET SHARE, LOST FUNDING, OR LOST ENTERPRISE VALUE; THE COST OF COVER OR OF PROCURING SUBSTITUTE FULFILLMENT SERVICES; CLAIMS ASSERTED AGAINST PARTNER BY ITS END CUSTOMERS OR CHANNEL COUNTERPARTIES; LOSS ARISING FROM DELAY IN DELIVERY BY ANY CARRIER; OR HARM TO REPUTATION OR GOODWILL. THESE LIMITATIONS APPLY EVEN IF A PARTY HAD OR SHOULD HAVE HAD KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES, APPLY WHETHER A CLAIM IS BASED ON CONTRACT, WARRANTY, TORT INCLUDING NEGLIGENCE, PRODUCT LIABILITY, STRICT LIABILITY, OR OTHERWISE, AND APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR TO ARGO’S CONVERSION OF GOODS TO ITS OWN USE.

NO CLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT MAY BE BROUGHT BY PARTNER MORE THAN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO IT, AND ANY SUCH CLAIM NOT BROUGHT WITHIN THAT PERIOD IS PERMANENTLY BARRED. THIS DOES NOT EXTEND ANY SHORTER NOTICE OR CLAIM PERIOD STATED ELSEWHERE IN THE AGREEMENT. THE PARTIES ACKNOWLEDGE THAT ARGO’S FEES ARE BASED ON HIGH-VOLUME, LOW-MARGIN PER-UNIT PRICING, THAT THEY INCLUDE NO CHARGE FOR ASSUMING THE RISK OF LOSS OF PARTNER’S GOODS OR OF PARTNER’S BUSINESS LOSSES, THAT PARTNER IS BETTER POSITIONED TO INSURE AGAINST SUCH LOSSES AND IS REQUIRED TO DO SO UNDER SECTION 9, AND THAT THE LIMITATIONS IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN AND A DELIBERATE ALLOCATION OF RISK REFLECTED IN THE PRICING.

12.5 Indemnification. Each Party (the “Indemnitor”) shall indemnify, hold harmless, and at the other Party’s option defend the other Party and its affiliates, and their respective employees, directors, officers, members, agents, and assigns (the “Indemnitees”), from any claim, damage, judgment, cost, fee, expense, liability, or loss, including reasonable attorney’s fees, in each case asserted by a third party (a “Claim”) and arising out of or in connection with a breach of any representation, warranty, or obligation under the Agreement or the Indemnitor’s general business operations, except to the extent the Claim results from the negligence or willful misconduct of the Indemnitee. Partner specifically shall indemnify the Argo Indemnitees from any Claim arising out of or related to Partner’s business operations, including its products, product safety and recall, labeling or advertising, intellectual property infringement, violation of law applicable to the Goods, and the acts of its employees, contractors, agents, and customers, except to the extent the Claim results from Argo’s negligence or willful misconduct. Argo shall indemnify the Partner Indemnitees from any Claim to the extent arising from Argo’s negligence or willful misconduct, Argo’s violation of law, a claim by an Argo employee or contractor, or infringement by Argo-provided technology, excluding Claims arising from the Goods or Partner’s instructions. This Section applies only to third-party Claims; it does not entitle either Party to recover its own losses, costs, or attorney’s fees from the other in a dispute between the Parties, which are governed by Sections 12.4 and 13.5, and it does not displace any exclusive remedy stated in Sections 3, 4, or 12.2.

Procedures. An Indemnitee shall give the Indemnitor written notice of a Claim promptly, and in any event within thirty (30) days after receiving notice of it; failure to do so relieves the Indemnitor only to the extent it is actually prejudiced. The Indemnitor may assume and control the defense with counsel reasonably acceptable to the Indemnitee by giving notice within twenty (20) days, and the Indemnitee may participate at its own expense. Where the Indemnitor does not assume the defense or does not conduct it diligently, the Indemnitee may defend and the Indemnitor shall reimburse its reasonable costs and fees; an election not to assume the defense is not a waiver of the indemnity or an admission of liability. The Indemnitee shall reasonably cooperate at the Indemnitor’s expense. Neither Party shall settle a Claim without the other’s prior written consent, not to be unreasonably withheld, unless the settlement is solely for money the Indemnitor pays in full, contains no admission of fault by the Indemnitee, and unconditionally releases the Indemnitee. Argo’s obligations under this Section are subject to Section 12.4; Partner’s are not. This Section survives termination.

13. GENERAL

13.1 Relationship of the Parties. Argo and Partner are independent contractors. Argo provides the Services as a vendor and Partner is a customer of Argo. Nothing in the Agreement creates, and the Parties expressly disclaim, any partnership, joint venture, association, franchise, employment, fiduciary, trust, or agency relationship. Argo refers to its customers as “Partners” as a matter of commercial custom only; that term, and any reference to a partnership agreement, including an Order so styled, or to partnering, describes the service relationship and does not create a partnership at law or in equity. Neither Party has any equity, ownership, profit, loss, or capital interest in the other, neither shares in the other’s profits or losses, neither owes the other a fiduciary duty, and neither will be treated as a partner of the other for tax purposes or file any return inconsistent with this Section. Neither Party may act for, bind, or create liability against the other, and each is solely responsible for its own personnel. Neither Party is liable for the debts or obligations of the other. Argo does not take title to or sell the Goods and is not a merchant, seller, distributor, or manufacturer of them for any purpose, including product liability and regulatory purposes; Argo’s possession is that of a warehouse and bailee for hire. The Agreement benefits only the Parties and their permitted successors and assigns, and no end customer of Partner or other person is a third-party beneficiary of it.

13.2 Assignment. Either Party may assign the Agreement, or any Order, without the other’s consent to an affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets or of the business related to the Agreement, on written notice to the other Party. Any other assignment or transfer, whether voluntary, by operation of law, or otherwise, requires prior written consent, and an attempted assignment without it is void. Following an assignment by Partner or a change of control of Partner, Argo may require a reasonable increase to the Carrier Deposit or prepayment where the successor’s credit or payment history warrants it, and may terminate the affected Order on thirty (30) days’ written notice if the successor competes with Argo or its Goods are Goods Argo does not handle. An assignment does not relieve the assigning Party of obligations accrued before it. The Agreement binds and benefits the Parties’ permitted successors and assigns.

13.3 Force majeure. Neither Party is liable for any delay or failure to perform, other than an obligation to pay money, to the extent caused by a Force Majeure Event. The affected Party shall notify the other as soon as reasonably practicable, use commercially reasonable efforts to mitigate and resume performance, and resume promptly after the condition ends. Performance is excused only for so long as and to the extent the Force Majeure Event actually prevents or delays it. A Force Majeure Event does not excuse Partner’s obligation to pay for Services performed, to fund the Carrier Deposit, or to maintain the insurance required by Section 9, and Goods remaining in an Argo facility continue to accrue storage charges. Where a Force Majeure Event materially prevents Argo from performing at a Fulfilling Warehouse for more than sixty (60) consecutive days, either Party may terminate the affected Order on thirty (30) days’ written notice, and any longer notice period does not apply. Argo may allocate available capacity, labor, and carrier access among its clients during a Force Majeure Event in a manner it determines in good faith to be reasonable.

13.4 Notices. Notices must be in writing and delivered to the address, email address, or representative identified in the Order, by electronic mail; certified mail, return receipt requested; nationally recognized overnight courier; or personal delivery. A notice is deemed given on the date sent if sent by electronic mail on a Business Day before 5:00 p.m. local time at the recipient’s address and not returned as undeliverable, and otherwise on the next Business Day; on the date of delivery or refusal if sent by certified mail or courier; and on the date of delivery if delivered personally. Argo may give routine operational notices — including invoices, Carrier Deposit balances and replenishments, Service Level and cycle count reports, holiday schedules, Peak Period dates, rate adjustments, and suspension warnings — by posting them in the Argo Portal, by electronic mail, or by telephone followed by written confirmation, and such notices are effective when given. A Party may change its notice address by notice under this Section. Notices of termination are governed by Section 10.2.

13.5 Governing law and disputes. The Agreement is governed by the law of the State of Utah, without regard to its conflict of laws rules, and each Party consents to exclusive jurisdiction and venue in the state and federal courts serving Salt Lake County, Utah. Argo may also bring an action to enforce its lien or security interest, or to obtain possession of or authority to dispose of Goods, in the courts serving the location where the Goods are held. Before filing suit the Parties shall attempt in good faith to resolve any dispute through negotiation and, failing that, through mediation before a jointly appointed mediator, sharing the mediator’s cost equally and each bearing its own fees. That requirement does not apply to, and is not a condition precedent to, an action by Argo to collect an undisputed amount, an action to enforce Argo’s lien or security interest or to obtain possession of or authority to dispose of Goods, or an application for injunctive or equitable relief including under Section 11.5. In any litigation the prevailing Party may recover its costs of litigation and collection, including attorney’s fees. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT. In addition, Partner shall reimburse Argo for all costs of collecting any amount owed, including collection agency fees, court costs, lien filing and enforcement costs, costs of sale or disposition of Goods, and reasonable attorney’s fees, whether or not suit is filed, in each case to the extent the amount is determined to be owed or is recovered.

13.6 Publicity. Neither Party will use the other’s name, logo, or trademarks in any public statement, advertisement, press release, or customer list without the other’s prior written consent, which may be given by email and may be revoked on thirty (30) days’ notice. Either Party may identify the other in confidential communications with its own advisors, insurers, and financing sources.

13.7 Amendments, entire agreement, and severability. The Agreement may not be modified except in a writing signed by both Parties, other than a revision to these T&Cs, the Policies, or the Print & Production Services Addendum made in accordance with Section 10.4. The Agreement sets forth the entire understanding of the Parties as to its subject matter and supersedes all prior or contemporaneous agreements and representations. If any provision is held void or unenforceable, the remaining provisions remain in full force and effect. A Party’s failure or delay in enforcing any provision is not a waiver of it, and a waiver on one occasion is not a waiver on any other. Except where the Agreement states that a remedy is sole and exclusive, all rights and remedies are cumulative and may be exercised singly or together, and exercising one does not preclude any other. An Order, rider, amendment, or notice may be executed and delivered electronically and in counterparts, each of which is an original, and an electronic signature has the same effect as a handwritten one.

13.8 Survival. Any provision that by its nature or express terms is intended to survive does so, including obligations relating to confidentiality and intellectual property, indemnification, limitations of liability, payment obligations accrued before termination, the warehouse lien and security interest, records and audit, publicity, and governing law and disputes.

13.9 Notice periods and claim deadlines. The following periods are collected for convenience; the Section identified controls in the event of any discrepancy, and a claim or notice not made within the applicable period is waived. Billing dispute — fifteen (15) Business Days after the invoice date (Section 7.6). Carrier Deposit charge dispute — the same period (Section 7.7). Service Level result dispute — thirty (30) days after the report is posted (Section 3.5). Inventory variance from a cycle count — thirty (30) days after the report is posted (Section 5.1). Compliance chargeback — thirty (30) days after the chargeback is assessed (Section 4.7). Loss, theft, or damage claim — sixty (60) days from the loss event or carrier acceptance, or from the posting of the report first evidencing a warehouse loss, and never more than sixty (60) days after the loss event, subject to any shorter carrier deadline (Section 4.6). Argo Fulfillment Error — sixty (60) days from the shipment date (Section 4.6). Inventory variance at removal — thirty (30) days after the final inventory report is delivered (Section 10.7). Onboarding Guarantee notice — thirty (30) days after the end of the Onboarding Period (Section 7.3). Performance Warranty — Argo has ninety (90) days from Partner’s notice to re-perform (Section 12.2). All other claims — one (1) year after the event giving rise to the claim (Section 12.4).

VERSION HISTORY

Argo maintains dated copies of these T&Cs. The version applicable to your Order is determined as described at the head of this document. To request a prior version, email partners@argoshipping.com with your company name and the date of your Order.

Version 2.1 — effective August 31, 2026. Current version. Restructures the T&Cs into thirteen sections and moves claims procedure to the Claims Policy, production services to the Print & Production Services Addendum, and operational detail to the Operating & Service Policies. Substantive changes from Version 2.0: loss of Goods in Argo’s possession is reimbursed at the lesser of Replacement Cost and a per-unit maximum, subject to per-occurrence and annual maximums and to a declared excess value option, in place of reimbursement at 100% of Replacement Cost; the order accuracy credit is measured on the same basis; Service Level measurement, Peak Period commitments, Carrier Deposit, inventory shrink, removal and final reconciliation, prohibited and restricted goods, technology licensing, records and audit, data security, force majeure, assignment, and relationship of the Parties provisions are added; insurance becomes a requirement with stated limits; indemnification is limited to third-party claims and given notice and defense procedures; the liability cap is measured on service fees excluding pass-through amounts and carries stated damage exclusions and a one-year limitations period; and non-disparagement is replaced with a mutual publicity provision. Version 2.1 also replaces the version-preservation rule introduced in Version 2.0 with the revision mechanism in Section 10.4; defines and incorporates the Print & Production Services Addendum and ranks it above these T&Cs as to print, packaging, and media production services; extends Section 10.4 to revisions of the Policies and that Addendum; makes the definition of Order title-agnostic; and limits an extraordinary cost adjustment to the portion of increased costs not already covered by the annual adjustment. Version 2.1 further defines Regulated Goods and the Regulated Goods Rider and adds Sections 8.8 through 8.14, which state Argo’s role as to Regulated Goods, that Argo does not advise on or verify regulatory status, that Goods are held under ambient conditions unless an Order states otherwise, Argo’s handling of product complaints and adverse events, the allocation of recall and market-action authority and cost, Argo’s handling of regulatory inspections and government holds, and that Argo’s described operating procedures are statements of practice and not specifications or warranties. Version 2.1 applies to Orders signed on or after its effective date.

Version 2.0 — effective August 14, 2026. Superseded. Revised Section 4 (Package & Product Protection), introduced the precedence and version-preservation provisions, made in-transit recovery pass-through only, stated that certain economy and postal-handoff services carry no claims process, and required Argo to file carrier claims on written request.

Version 1.0 — 2025. Superseded. Section 4 was titled Carrier Package Protection and treated product in Argo’s possession and in a carrier’s possession under a single set of maximums, payable independent of the carrier’s decision.