This amazon vendor fees and hidden deductions Agreement (“Agreement”) is made as of SOW execution date (“Effective Date”) by and between (“iDerive”), and client (the “Company”). WHEREAS the Company currently does business with Amazon.com, Inc., Amazon.com Services, LLC and/or its affiliates (collectively, “Amazon”), through Amazon Vendor Central (“AVC”), WHEREAS iDerive has developed proprietary software to aid those doing business with Amazon through AVC to identify, dispute and recover Amazon overbillings, inappropriate charges/fees and hidden deductions imposed by Amazon on its vendors and sellers through their AVC account(s) WHEREAS, the Company wishes to engage iDerive, give it access to its AVC account(s) and (1) leverage its proprietary software to identify these incremental dispute opportunities and fee recovery going back two to five years, which were not authorized by the terms of the Company’s arrangements with AVC, and negotiate on behalf of the Company the recovery of any such overcharges, in exchange for the Compensation described below. NOW, THEREFORE, in consideration of the mutual terms and conditions contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Company’s Grant of Authorization to Accounts/Information.

1. The Company shall give iDerive access to the Company’s Amazon portal(s), AVC account(s), electronic systems, and any other information (collectively, the “Accounts”) reasonably necessary for iDerive to identify and calculate the amount of any unauthorized Chargebacks to the Company, whether on a purchase order basis or otherwise.
2. iDerive will limit its access to the Accounts to: (i) obtaining information relating to Amazon invoices, purchase Orders and vendor agreements, including but not limited to the information needed to identify/calculate the amount of any unauthorized charges; (ii) negotiating recovery of all or a portion of any such charges; and (iii) obtaining any other information reasonably necessary to the performance of its obligations under this Agreement. iDerive shall not modify, delete, or otherwise alter the data or information within the Accounts. iDerive shall not copy, sell, sublicense, or distribute the Accounts (or information therein) or access thereto without the Company’s prior written approval.
3. iDerive will immediately cease accessing the Company’s Accounts upon the effective date of termination or expiration of this Agreement, or at any time upon request by Company. All user identification numbers and passwords disclosed to iDerive, and any information obtained from use of the Company’s Accounts will be considered Company Confidential Information (as defined below) within the meaning of this Agreement. iDerive shall limit access to the Accounts solely to those of its authorized users whose duties require such use and access.

2. Term.

1. This Agreement will become effective on the Effective Date and will continue for a period of one (12) month(s) (“Term”), unless earlier terminated by either party for any reason without “Cause” (as defined below) upon 30 days written notice. Should Company request per paragraph 1(c) that iDerive cease using its Accounts, it shall be deemed to be Company’s termination of this Agreement without Cause unless the reason for the request falls within the definition of Cause below.
2. Additionally, either party may terminate this Agreement effective immediately upon written notice for “Cause” (as defined below) prior to the expiration of the Term. Cause shall mean: (a) the other Party’s material failure to perform its duties or obligations hereunder; (b) the other Party’s breach of any representations or warranties made by it in this Agreement; (c) the other Party’s bankruptcy or involuntary assignment of substantially all of its assets; (d) acts of theft, embezzlement, dishonesty, fraud, or willful misconduct; or (e) indictment for, conviction of, or pleading guilty or nolo contendere to a felony or crime involving moral turpitude.
3. Upon termination of this Agreement, iDerive shall have no further obligations hereunder, except as set forth in paragraph 1(c) of this Agreement. Should the Company, whether directly or indirectly, obtain any recovery of any Chargebacks after the effective date of termination or expiration, which Chargebacks iDerive either (i) identified to the Company or (ii) with respect to which iDerive previously communicated with Amazon, the Company shall pay iDerive the full compensation identified in paragraph 2(b) of this Agreement.

3. Representations and Warranties.

1. The Company represents and warrants to iDerive that as of the Effective Date of this Agreement and throughout the Term of this Agreement that: (i) the Company has full authority to enter into this Agreement, to carry out its obligations under this Agreement and to grant any rights and authorizations granted to iDerive in this Agreement; (ii) it is under no obligation or restriction that would conflict with its responsibilities under this Agreement; (iii) it will comply with all publicized requirements and terms of service applicable to the Accounts; (iv) any Products to which the Chargebacks relate, and their patents, copyrights, trademarks, service marks, packaging, trade dress logos, html, product descriptions, manuals, specifications and instructions, product photographs and videos associated therewith are not subject to any threatened or pending action, suit, claim, investigation or proceeding; and (v) any information provided by the Company, whether directly or indirectly, pursuant to paragraph 1(a) of this Agreement is true and accurate to the best of the Company’s information, knowledge and belief.
2. iDerive represents and warrants to Company that as of the Effective Date of this Agreement and throughout the Term of this Agreement that: (i) it has full authority to enter into this Agreement, to carry out its obligations under this Agreement; and (ii) it is under no obligation or restriction that would conflict with its responsibilities under this Agreement. iDerive disclaims all other warranties, whether express or implied, and does not guarantee any recovery of Chargebacks, as such recovery is subject to Amazon’s approval/agreement, requirements and a variety of other factors.

4. Remedies/Limitation of Liability.

If a Party brings a legal action relating to this Agreement, its enforcement, interpretation or breach, the prevailing Party will be entitled to recover, in addition to any other damages or relief at law or in equity, all reasonable legal costs and fees associated with the action. Except for third-party liabilities arising under paragraph 7 hereof (Indemnity), neither party shall be liable for any consequential, indirect, exemplary or punitive damages, including but not limited to lost profits, arising in connection with the performance of the services hereunder, even if it has been advised of the possibility of such damages. As set forth above, iDerive does not guarantee the recovery of any charges. In no event shall iDerive’s aggregate liability arising out of or related to this agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the total of the amounts paid to iDerive pursuant to this agreement during the 6-month period preceding the event giving rise to the claim.

5. Confidential Information.

1. iDerive agrees that all non-public information about and from the Company Accounts will be deemed to be “Company Confidential Information,” regardless of the manner or medium in which it is furnished to or otherwise obtained by iDerive. iDerive agrees to hold all such Company Confidential Information in confidence and not use or disclose it except as necessary to perform this Agreement.
2. The Company agrees that: (i) the nature, amount and source of any recoveries obtained by or attempted to be obtained by iDerive under this Agreement and (ii) the tools, software, documents, work product and other materials that are delivered, created and/or utilized by iDerive in performing the Services, shall be deemed “iDerive Confidential Information,” regardless of the manner or medium in which it is furnished to or otherwise obtained by the Company. The Company agrees to hold all such iDerive Confidential Information in confidence and not use or disclose it except as necessary to perform this Agreement.
3. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all tools, software, documents, work product and other materials that are delivered, created and/or utilized by iDerive in performing the Services shall be owned exclusively by iDerive without claim of any sort by the Company. Company agrees not to, whether directly or indirectly, to reverse engineer, discover or otherwise misappropriate, or attempt to reverse engineer, discover or otherwise misappropriate, iDerive’s proprietary Accounting Automation Engine (“AAE”) or Forecasting Tool, or any other intellectual property used in performing the Services.

6. Non-Solicitation.

During the Term and a period of two (2) years following termination or expiration of this Agreement, neither party shall solicit for employment or otherwise induce, influence, or encourage a then-current employee, consultant or independent contractor to terminate employment with the other party, or employ or otherwise engage any such then-current employee, consultant or independent contractor of the other party except: (a) pursuant to a general solicitation through the media or by a search firm, in either case, that is not directed specifically to any employees of the other party, unless such solicitation is undertaken as a means to circumvent the restrictions contained in or conceal a violation of this paragraph 7; or (b) if the other party first terminated the employment of such former employee.

7. Indemnity.

Each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all third-party claims, losses, damages, liabilities, penalties, expenses, reasonable legal fees and costs of any kind or amount whatsoever (“Losses”), which result from or arise out of any of the following: (a) the other Party’s breach of this Agreement, including any representations, warranties, and/or covenant hereunder, (b) the negligence, recklessness or willful misconduct on the part of the other Party, its officers, directors, employees, agents or other representatives in connection with this Agreement, or (c) any third party suffering any personal injury and/or bodily injury and/or property damage and/or monetary damage to business or personal property through any act or omission attributed to the other Party, its subsidiaries or affiliates, or their respective products and/or services. This indemnification will survive the termination of this Agreement.

8. Miscellaneous Provisions.

1. Choice of Law, Venue and Arbitration This Agreement is governed by and interpreted in accordance with the laws of the state of Delaware. In any dispute, action, litigation, or proceeding arising from or relating to this Agreement or the Customer’s subscription, the Parties expressly agree as follows: (a) neither Party shall be considered the “drafter” of this Agreement; (b) venue for any dispute, action, litigation, or proceeding arising hereunder shall lie solely and exclusively in New Castle County, Delaware and each of the Parties hereto expressly waives any right to contest such venue for any reason whatsoever, (c) Delaware law shall govern such dispute, action, litigation, or proceeding, and (d) each Party consents to personal jurisdiction in any dispute, action, litigation, or proceeding brought in the state or federal court located in New Castle County, Delaware with respect to any dispute, claim, or controversy arising out of or in relation to or in connection with this Agreement. To the extent allowed by law, Customers located or residing outside the United States of America, or otherwise not subject to the laws or jurisdiction of this Country, irrevocably agree all disputes arising out of or in connection with this Agreement shall be finally settled by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The language of the arbitral proceedings shall be English (or as determined between the Parties). Judgment upon any award(s) rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator is authorized to include in the award an allocation to any Party of such costs and expenses, including reasonable attorneys’ fees, as the arbitrator shall deem reasonable.
2. Waiver. A Party’s waiver of a breach or default by the other Party of any provision of the Agreement shall not be construed as a waiver of any succeeding breach or default by the other Party, nor shall a Party’s failure to exercise or enforce any right or provision of the Agreement be deemed to be a waiver of such right or provision.
3. Invalidity. Invalidity of any specific provision of this Agreement shall not affect the validity of the remaining provisions. Any invalid provision shall be replaced by a valid provision, which comes as close as possible to the intent of the invalid provision.
4. Assignment. Neither this Agreement nor any obligation or right hereunder may be assigned or transferred by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that both Parties may assign this Agreement in whole without the other Party’s prior consent to a successor in interest in connection with a merger, acquisition or sale of all or substantially all of its assets to which this Agreement relates on condition that such successor in interest agrees in writing to comply with all terms and conditions of this Agreement.
5. Entire Agreement. Both Parties acknowledge and agree that this Agreement constitutes the entire agreement between the Parties regarding the subject matter herein. Any other terms and conditions, including, without limitation, terms, and conditions on or attached to a purchase order, vendor registration documents, tenders or request for proposals are void and shall be of no force and effect regardless of whether they are delivered to Company prior to, concurrently, or after the execution of this Agreement. Performance by Company with respect to iDerive.com shall not constitute acceptance of any additional or alternative terms and conditions nor shall a failure to act on said additional terms and conditions constitute acceptance of the provisions contained therein.
6. Amendments. Any term or provision, including but not limited to the contract term or subscription price, contained in the Order Form may be amended in a writing if signed by an authorized representative of both Parties.
7. Force Majeure. Company shall not be liable for any delay or failure to carry or make continuously available the Services if such delay or failure is due to any cause beyond the control of Company, including without limitation, restrictions of law or regulations, labor disputes, acts of God, acts of terrorism or war, telecommunications, network or power failures or interruptions, or mechanical or electronic breakdowns.
8. Notices. Customer and Company agree that notices may be sent by electronic mail, to the electronic mail address indicated on the Order Confirmation, or then-current electronic mail address provided by a Party to the other Party and designated as the proper electronic mail address and agree that notices are deemed received forty-eight (48) hours after transmission. Each Party agrees that any electronic communication will satisfy any legal communication requirements, including all such communication required by applicable laws to be in writing and/or signed.