End User Agreement & Terms of Service

1. Parties & Agreement

This Agreement is entered into by and between:

Company: Miami Alliance 3PL LLC, a Florida limited liability company, with its principal place of business at 8780 NW 100th ST, Medley, FL 33178 (hereinafter "Company" or "Miami Alliance 3PL").

Client: The individual or business entity creating an account and/or utilizing the Services described herein (hereinafter "Client").

This Agreement shall be effective as of the date the Client electronically accepts these terms by creating an account on the Company's customer portal (the "Effective Date").

2. Definitions

As used in this Agreement, the following terms shall have the meanings set forth below:

1. "Goods" means all products, merchandise, materials, and personal property delivered by Client to Company for storage, handling, fulfillment, or other Services.
2. "Services" means all warehousing, storage, receiving, inventory management, order fulfillment, pick-and-pack, shipping coordination, returns processing, value-added services (including but not limited to black wrapping, kitting, labeling, and specialty packaging), and any other logistics services provided by Company.
3. "Portal" means the Company's online customer portal accessible at miamialliance3pl.com, through which Client may manage shipments, view inventory, track orders, and access billing information.
4. "Facility" means the Company's warehouse facility located at 8780 NW 100th ST, Medley, FL 33178, or any subsequent location designated by the Company with reasonable notice.
5. "Rate Schedule" means the schedule of fees and charges for Services as published on the Company's website, provided in a quote, or as separately agreed upon in writing.
6. "Confidential Information" means any non-public information disclosed by either party, including but not limited to business plans, customer lists, pricing, financial data, inventory data, shipping patterns, and trade secrets.
7. "Force Majeure Event" means any event beyond the reasonable control of a party, as further defined in Section 12.

3. Scope of Services

3.1 Core Services

Subject to the terms of this Agreement, Company shall provide the following core Services:

1. Receiving & Quality Control: Inspection, counting, and intake of Client's inbound Goods; notation of visible damage or discrepancies upon receipt.
2. Warehousing & Storage: Secure storage of Goods within the Facility, utilizing pallet racking, bin storage, or floor storage as appropriate.
3. Inventory Management: Real-time inventory tracking through the Portal, including quantities on hand, lot tracking where applicable, and storage location management.
4. Order Fulfillment: Pick, pack, and ship services for Client's orders, including single-unit and multi-unit orders.
5. Shipping Coordination: Arrangement of shipping through major carriers (UPS, FedEx, USPS, DHL, freight carriers) at negotiated rates when available.
6. Returns Processing: Receipt, inspection, and restocking or disposition of returned Goods per Client instructions.

3.2 Value-Added Services

The following additional services are available at the rates specified in the applicable Rate Schedule:

1. Black Wrapping: Specialty opaque pallet wrapping for product confidentiality and protection.
2. Kitting & Assembly: Bundling of multiple items into single units, subscription box assembly, promotional kitting.
3. Custom Labeling & Packaging: Application of client-provided labels, barcodes, or custom packaging materials.
4. FBA Prep: Amazon FBA-compliant preparation, labeling, and shipment.
5. Import/Export Coordination: Coordination with customs brokers and freight forwarders for international shipments.

3.3 Service Levels

Company shall use commercially reasonable efforts to maintain the following service levels:

1. Order accuracy rate of 99% or higher.
2. Same-day processing for orders received before 12:00 PM EST on business days.
3. Inbound receiving processed within one (1) business day of arrival.
4. Real-time inventory visibility through the Portal.

Service levels are targets and not guarantees. Failure to meet service level targets shall not constitute a material breach of this Agreement unless such failure is persistent and material.

4. Term & Renewal

4.1 Initial Term

This Agreement shall commence on the Effective Date and shall continue on a month-to-month basis unless a specific term is agreed upon in a separate written addendum.

4.2 Renewal

This Agreement shall automatically renew on a month-to-month basis unless either party provides written notice of termination at least thirty (30) days prior to the end of the then-current term.

4.3 Minimum Commitment

Unless otherwise agreed in writing, there is no minimum term commitment. However, any negotiated volume discounts or custom rate agreements may require a minimum term, which shall be specified in the applicable Rate Schedule or separate addendum.

5. Fees, Payment & Billing

5.1 Fee Structure

Client shall pay Company for all Services rendered in accordance with the Rate Schedule in effect at the time Services are performed. Fees may include, without limitation:

1. Storage Fees: Charged per pallet, per bin, or per square foot on a daily, weekly, or monthly basis as specified in the Rate Schedule.
2. Receiving Fees: Per pallet, per case, or per unit charges for inbound processing.
3. Fulfillment Fees: Per order and/or per item charges for pick, pack, and ship services.
4. Value-Added Service Fees: Per unit or per project charges for black wrapping, kitting, labeling, and other specialty services.
5. Shipping Charges: Actual carrier charges plus any applicable handling fees.
6. Packaging Materials: Cost of boxes, tape, dunnage, labels, and other packing materials consumed.
7. Minimum Monthly Fee: If applicable, a minimum monthly charge as specified in the Rate Schedule, regardless of activity volume.

5.2 Payment Terms

5.3 Late Payment

1. Invoices not paid within fifteen (15) days of the invoice date shall be subject to a late fee of one and one-half percent (1.5%) per month (18% per annum), or the maximum rate permitted by Florida law, whichever is less.
2. Company reserves the right to suspend all Services, including halting outbound shipments, if any invoice remains unpaid for more than thirty (30) days past the due date.
3. Client shall be responsible for all costs of collection, including reasonable attorney's fees and court costs, incurred by Company in collecting overdue amounts.

5.4 Rate Adjustments

Company may adjust its Rate Schedule upon sixty (60) days' prior written notice to Client. Continued use of Services after the effective date of a rate adjustment constitutes acceptance of the new rates. If Client objects to any rate increase, Client may terminate this Agreement upon thirty (30) days' written notice, provided all outstanding amounts are paid in full.

5.5 Taxes

All fees are exclusive of applicable sales taxes, use taxes, and other governmental charges. Client shall be responsible for all such taxes except those based on Company's income.

6. Client Obligations

Client represents, warrants, and covenants that:

1. Accurate Information: All information provided to Company, including product descriptions, quantities, weights, values, and special handling requirements, is accurate and complete.
2. Lawful Goods: All Goods delivered to the Facility are lawful, properly labeled, and comply with all applicable federal, state, and local laws and regulations.
3. Proper Packaging: All Goods are properly packaged and labeled for safe storage and handling. Company shall not be liable for damage resulting from inadequate packaging by Client.
4. Declared Value: Client shall declare the value of all Goods at the time of delivery to the Facility. Failure to declare value shall result in Goods being valued at the default rate specified in Section 8 for liability purposes.
5. Timely Instructions: Client shall provide timely and clear instructions for the handling, storage, and disposition of Goods.
6. Insurance: Client shall maintain insurance as required in Section 10 of this Agreement.
7. Removal of Goods: Client shall remove all Goods from the Facility within fifteen (15) days after termination of this Agreement, unless Company exercises its warehouse lien rights.
8. Account Security: Client is solely responsible for maintaining the security of its Portal account credentials and for all activities that occur under its account.
9. Authority: The individual creating the account and accepting this Agreement has the authority to bind the entity on whose behalf they are acting.

7. Prohibited & Restricted Goods

Client shall NOT deliver, and Company shall NOT be required to accept, the following categories of goods:

1. Illegal substances, controlled substances, or drug paraphernalia prohibited under federal or Florida law.
2. Firearms, ammunition, or explosives (unless Client provides valid federal and state licensing and Company gives prior written approval).
3. Hazardous materials, chemicals, or substances regulated under DOT, EPA, or OSHA regulations, unless Company has provided prior written authorization and all required documentation, labeling, and safety data sheets (SDS) are provided.
4. Radioactive materials.
5. Perishable goods requiring temperature-controlled storage (unless specifically agreed in writing with appropriate cold chain provisions).
6. Live animals or biological specimens.
7. Counterfeit goods or goods infringing on third-party intellectual property rights.
8. Currency, precious metals, gemstones, or other high-value items exceeding $50,000 per unit, unless separately insured and approved in writing.

8. Limitation of Liability

8.1 Standard of Care

Company shall exercise the degree of care in regard to the Goods that a reasonably careful person would exercise under like circumstances, as required by Florida Statutes Chapter 677 (Uniform Commercial Code — Documents of Title).

8.2 Liability Cap

8.3 Exclusion of Consequential Damages

IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, REGARDLESS OF THE FORM OF ACTION AND WHETHER SUCH DAMAGES WERE FORESEEABLE.

8.4 Exclusions from Liability

Company shall NOT be liable for loss or damage caused by:

1. Acts of God, including but not limited to hurricanes, tornadoes, floods, earthquakes, or other natural disasters.
2. Acts of war, terrorism, civil unrest, or government action.
3. Inherent vice or defect in the Goods, including susceptibility to mold, vermin, insects, or deterioration.
4. Improper packaging, labeling, or preparation by Client or Client's suppliers.
5. Concealed damage existing at the time of receipt that was not reasonably discoverable upon visual inspection.
6. Shrinkage, evaporation, or natural wastage within industry-standard tolerances (not to exceed 0.5%).
7. Client's failure to provide accurate or timely instructions.
8. Seizure under legal process.

9. Claims Procedures

1. Filing Deadline: All claims for loss, damage, or shortage must be submitted in writing to Company within thirty (30) days from the date the Client knew or should have known of the loss, damage, or shortage. Failure to file a timely written claim shall constitute an irrevocable waiver of such claim.
2. Claim Requirements: Each claim must include: (i) a detailed description of the loss or damage; (ii) the quantity and declared value of the affected Goods; (iii) documentation supporting the claimed value (purchase orders, invoices, receipts); and (iv) photographs of damaged Goods, if applicable.
3. Investigation: Company shall have thirty (30) days from receipt of a complete claim to investigate and respond. Company may inspect damaged Goods and Client shall make such Goods available for inspection.
4. Settlement: Approved claims shall be settled by credit to Client's account or by check within thirty (30) days of claim approval, at Company's option. Claim payments are subject to the liability limitations in Section 8.
5. Concealed Damage: Claims for concealed damage (damage not visible at the time of receipt) must be filed within five (5) business days of discovery.

10. Insurance Requirements

10.1 Company Insurance

Company shall maintain the following insurance coverages throughout the term of this Agreement:

1. Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence.
2. Warehouse Legal Liability insurance covering Goods in Company's care, custody, and control.
3. Workers' Compensation insurance as required by the State of Florida.

10.2 Client Insurance

Client shall, at minimum:

1. Maintain commercial general liability insurance with limits of not less than $1,000,000 per occurrence.
2. Maintain product liability insurance appropriate for Client's products and industry.
3. Provide a Certificate of Insurance (COI) naming "Miami Alliance 3PL LLC" as an Additional Insured upon request.

10.3 Waiver of Subrogation

Each party shall cause its insurance carriers to include a waiver of subrogation in favor of the other party. Neither party shall seek recovery from the other for any loss or damage covered by such party's insurance.

11. Indemnification

11.1 Client Indemnification

Client shall indemnify, defend, and hold harmless Company, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or related to:

1. Client's Goods, including personal injury or property damage caused by defective, dangerous, or mislabeled products.
2. Client's breach of this Agreement or any representations or warranties herein.
3. Client's violation of any applicable law, regulation, or third-party right.
4. Infringement of intellectual property rights related to Client's products, branding, or packaging.
5. Storage or handling of prohibited, hazardous, or undisclosed goods delivered by Client.
6. Claims by Client's customers, end-users, or third parties related to Client's products.

11.2 Company Indemnification

Company shall indemnify, defend, and hold harmless Client from and against claims, damages, losses, and expenses arising out of Company's gross negligence or willful misconduct in the performance of Services, subject to the limitations of liability set forth in Section 8.

12. Force Majeure

Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement (except for payment obligations) to the extent such failure or delay is caused by a Force Majeure Event, including without limitation:

1. Hurricanes, tropical storms, tornadoes, floods, earthquakes, or other natural disasters.
2. Epidemics, pandemics, or public health emergencies.
3. Acts of war, armed conflict, terrorism, or civil unrest.
4. Government actions, embargoes, sanctions, quarantines, or regulatory changes.
5. Labor disputes, strikes, or work stoppages (not involving Company's employees).
6. Utility failures, including power outages, telecommunications failures, or internet disruptions.
7. Cyberattacks, ransomware, or similar malicious acts against Company's systems.
8. Fire, explosion, or structural failure not caused by Company's negligence.
9. Supply chain disruptions, carrier delays, or transportation infrastructure failures.

The affected party shall provide written notice to the other party within seventy-two (72) hours of the onset of a Force Majeure Event. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate this Agreement upon thirty (30) days' written notice. During a Force Majeure Event, Company shall use commercially reasonable efforts to protect Client's Goods, but Company shall not be held liable for any loss or damage that occurs despite such efforts.

13. Warehouse Lien

Pursuant to Florida Statutes § 677.209, Company shall have a lien on all Goods stored at the Facility or any Goods belonging to Client that are in Company's possession, for:

1. All charges for storage, handling, transportation, insurance, labor, and other services relating to such Goods.
2. All charges for storage, handling, and services relating to any other Goods belonging to Client that are or have been stored at the Facility (general lien).
3. All reasonable expenses incurred in the preservation, sale, or disposition of Goods pursuant to this lien.
4. All reasonable attorney's fees and costs incurred in enforcing this lien.

Company may enforce its lien by sale of the Goods in accordance with Florida Statutes § 677.210. Client shall receive at least fourteen (14) days' written notice before any sale. This lien survives termination of this Agreement.

14. Confidentiality & Data Protection

14.1 Mutual Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and shall not disclose such information to any third party without the prior written consent of the disclosing party, except as required by law or court order.

14.2 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) is independently developed by the receiving party; (c) is received from a third party without restriction; or (d) was already known to the receiving party prior to disclosure.

14.3 Data Protection

Company shall implement and maintain commercially reasonable administrative, technical, and physical safeguards to protect Client's data stored in the Portal. In the event of a data breach affecting Client's information, Company shall notify Client within seventy-two (72) hours of discovery.

14.4 Duration

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

15. Intellectual Property

1. Each party retains ownership of its pre-existing intellectual property.
2. Client grants Company a limited, non-exclusive, royalty-free license to use Client's trademarks, trade names, and branding solely for the purpose of performing the Services (e.g., applying Client's labels, shipping under Client's brand).
3. Any custom processes, workflows, software, or methodologies developed by Company in the course of performing Services shall remain Company's sole property.
4. Client's inventory data, order history, and customer shipping information (collectively, "Client Data") shall remain Client's property. Company shall not use Client Data for any purpose other than performing the Services, and shall return or delete Client Data within thirty (30) days of termination.

16. Portal Access & Technology

1. Account: Client shall be provided with a unique Portal account upon acceptance of this Agreement. Client is responsible for maintaining account security and for all actions taken under its credentials.
2. Availability: Company shall use commercially reasonable efforts to maintain Portal availability but does not guarantee uninterrupted access. Scheduled maintenance windows will be communicated in advance when feasible.
3. Acceptable Use: Client shall not: (i) attempt to gain unauthorized access to Company's systems; (ii) use the Portal to transmit malware or malicious code; (iii) reverse engineer, decompile, or disassemble any Portal software; (iv) use automated bots or scrapers against the Portal.
4. Data Export: Client may export its data from the Portal in standard formats (CSV, Excel) at any time during the term. Upon termination, Company shall make Client Data available for export for thirty (30) days.

17. Regulatory Compliance

17.1 Company Compliance

Company shall comply with all applicable federal, state, and local laws and regulations relating to the operation of the Facility, including OSHA workplace safety, fire codes, building codes, and environmental regulations.

17.2 Client Compliance

Client shall comply with all applicable laws and regulations relating to Client's Goods, including but not limited to:

1. FDA regulations for food, supplements, pharmaceuticals, or cosmetics.
2. CPSC regulations for consumer products.
3. FTC labeling and advertising requirements.
4. U.S. Customs and Border Protection regulations for imported goods.
5. Export control regulations (EAR, ITAR) for goods destined for international markets.
6. DOT and EPA regulations for any regulated materials.

Client is solely responsible for obtaining all necessary permits, licenses, and regulatory approvals related to its products. Company shall not be liable for Client's failure to comply with applicable regulations.

18. Termination

18.1 Termination for Convenience

Either party may terminate this Agreement for any reason upon thirty (30) days' prior written notice to the other party.

18.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party:

1. Commits a material breach and fails to cure such breach within fifteen (15) days after receiving written notice thereof.
2. Becomes insolvent, files for bankruptcy, or has a bankruptcy petition filed against it.
3. Engages in fraud, illegal activity, or willful misconduct.
4. Fails to maintain required insurance coverages.

Company may terminate this Agreement immediately if Client fails to pay any invoice within thirty (30) days past the due date.

18.3 Effect of Termination

1. Client shall pay all outstanding fees and charges, including fees incurred through the date of termination.
2. Client shall remove all Goods from the Facility within fifteen (15) days after the effective date of termination. Any Goods remaining after this period shall be subject to continued storage charges and Company's warehouse lien rights.
3. Company shall cooperate reasonably in the transition of Goods to Client or Client's designee.
4. Company shall provide Client Data in exportable format upon request.

18.4 Survival

The following sections shall survive termination of this Agreement: Sections 5 (as to outstanding amounts), 8 (Limitation of Liability), 9 (Claims Procedures), 11 (Indemnification), 13 (Warehouse Lien), 14 (Confidentiality), 15 (Intellectual Property), 19 (Dispute Resolution), and 20 (General Provisions).

19. Dispute Resolution

19.1 Escalation

In the event of any dispute arising out of or relating to this Agreement, the parties shall first attempt to resolve the dispute through good-faith negotiation between their respective designated representatives for a period of fifteen (15) days.

19.2 Mediation

If the dispute is not resolved through negotiation, the parties shall submit the dispute to mediation administered by a mutually agreed-upon mediator in Miami-Dade County, Florida. The costs of mediation shall be shared equally.

19.3 Litigation

If mediation fails to resolve the dispute within thirty (30) days, either party may pursue litigation in the state or federal courts located in Miami-Dade County, Florida. Both parties irrevocably consent to the exclusive jurisdiction and venue of such courts.

19.4 Attorney's Fees

In any action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees, costs, and expenses from the non-prevailing party.

19.5 Injunctive Relief

Nothing in this section shall prevent either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

20. General Provisions

1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions.
2. Entire Agreement: This Agreement, together with any Rate Schedule, addenda, or exhibits referenced herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, representations, and understandings.
3. Amendments: This Agreement may be amended only by a written instrument signed (including electronically) by both parties, except that Company may update these terms by posting a revised version on the Portal with thirty (30) days' advance notice. Continued use of Services after such notice constitutes acceptance of the amended terms.
4. Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
5. Waiver: The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
6. Assignment: Client may not assign this Agreement or any rights hereunder without Company's prior written consent. Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets.
7. Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed given when: (i) delivered personally; (ii) sent by certified mail, return receipt requested; (iii) sent by nationally recognized overnight courier; or (iv) sent by email with confirmation of receipt. Notices to Company shall be sent to: Miami Alliance 3PL LLC, 8780 NW 100th ST, Medley, FL 33178, or contact@miamialliance3pl.com.
8. Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.
9. No Third-Party Beneficiaries: This Agreement does not create any rights in any third party.
10. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original.
11. Headings: Section headings are for convenience only and shall not affect the interpretation of this Agreement.
12. Statute of Limitations: Any cause of action arising under this Agreement must be commenced within two (2) years from the date the claim arose, regardless of the date of discovery. This contractual limitation applies to the fullest extent permitted by Florida law.

21. Electronic Acceptance