TERMS AND CONDITIONS - CLIENT — Left Brain Logistics

Terms and Conditions.

Client Terms of Conditions Services
Last Modified: June 1, 2025

These Terms and Conditions ("Terms and Conditions") govern the Master Service Agreement (MSA) by and between Left Brain Logistics LLC, a California limited liability company, with its principal place of business located at 14460 Myford Road, Irvine, California 92606 (hereinafter "Left Brain") and the client identified in the Master Service Agreement (MSA) (hereinafter "Client").

A. Left Brain Logistics, LLC (“Left Brain” or "LBL") is a third-party logistics provider offering warehouse and fulfillment services (hereinafter Warehouse Services).

B. These services include, but are not limited to, storage, pick/pack, labeling, and shipping coordination (hereinafter “Warehouse Services” and “Additional Services,” collectively, the “Services”).

C. Client seeks to utilize Left Brain’s Services on an ongoing or as-needed basis.

D. Left Brain shall receive, store, and fulfill goods on behalf of Client according to the terms of the Master Service Agreement (“MSA”) and these Terms and Conditions.

E. Left Brain shall hold Client’s goods for the duration specified in the MSA, or until otherwise directed by Client.

F. Additional Services shall be performed as detailed in the MSA, subject to availability and mutual agreement.

NOW THEREFORE, the parties, for consideration the parties deem adequate, agree to adopt the following terms:

Warehouse Terms

I. Acceptance

A. These Terms and Conditions are incorporated by reference into the Master Service Agreement (“MSA”) between Client and Left Brain. By signing the MSA or tendering goods to Left Brain for services, Client agrees to be bound by these Terms and Conditions, including any applicable charges as listed in the Price List.

B. If goods received by Left Brain do not conform to those described in the MSA or are received without a signed MSA, Left Brain reserves the right to reject such goods or accept them under amended terms, including modified rates and charges.

C. All goods accepted by Left Brain are deemed to be governed by this Agreement.

II. Shipments To and From Left Brain

A. Client shall ensure that all inbound shipments identify Client as the consignee, “in care of” Left Brain. Under no circumstances shall Left Brain be identified as the consignee or owner of any goods

B. If Client violates this requirement and identifies Left Brain as consignee, Client shall immediately notify the carrier in writing—copying Left Brain—that Left Brain is acting only as a bailee, with no ownership interest in the goods.

C. Left Brain reserves the right to refuse improperly consigned goods and shall not be held liable for any loss, misconsignment, or damage related to such shipments.

D. Whether accepted or refused, Client shall indemnify and hold Left Brain harmless from all claims, charges, and liabilities related to such shipments, including undercharges, demurrage, detention, and any other fees incurred.

III. Tender of Goods

A. All goods delivered to Left Brain’s facility must be properly marked, labeled, and packaged to permit safe handling and storage. All inbound items must include scannable barcodes per the labeling standards in the Master Service Agreement (including SKU, item description, UPC, case-pack UPC, and/or quantities). Failure to comply may result in postponed receipt, administrative fees, and a full inventory audit as outlined in the MSA and Price List.

At least 72 hours prior to delivery, Client shall also provide a complete manifest listing product names, SKUs, quantities, and any distinguishing marks, brands, or sizes that need to be tracked separately. Client shall specify any desired storage classification or special handling instructions, consistent with the MSA

IV. Storage Period and Charges

A. Unless otherwise agreed in writing, storage charges for active goods are assessed by cubic foot, unless a per-unit or per-location rate is specified. Palletized goods are billed per pallet position occupied

B. The storage billing period begins on the date Left Brain assumes care, custody, and control of the goods—regardless of the unloading time or issuance of a receipt.

C. Storage fees for active goods and pallet locations are calculated daily and billed weekly. All storage fees are due on the first day of each billing period.

D. If the parties agree in writing, storage terms may be prorated or adjusted to span custom start and end dates. In such cases, billing will reflect the agreed-upon terms.

V. Transfer, Termination of Storage, Removal of Goods

A. Instructions to transfer inventory between accounts, SKUs, or ownership records must be submitted in writing and are not effective until confirmed by Left Brain. All outstanding charges up to the date of transfer, including rehandling or administrative fees, remain the responsibility of the original Client unless otherwise agreed in writing.

B. Transfers requiring physical movement, relabeling, repalletization, or system-level SKU reassignment may incur additional fees as outlined in the Price List. A new storage start date may be assigned to any inventory transferred between accounts.

C. Left Brain may, with at least 14 days’ written notice, relocate goods within or between its facilities at its own expense, provided the move does not materially disrupt the Client’s operations. Left Brain may relocate goods without notice for operational purposes within the same facility.

D. Left Brain may, upon 30 days' written notice, require removal of any inventory. If the Client fails to remove goods within the notice period, Left Brain may sell, dispose, or otherwise handle such inventory in accordance with applicable law and these Terms and Conditions.

E. If Left Brain determines that stored goods pose a safety hazard, are damaged, or are otherwise unsuitable for continued storage, it may issue a shorter removal notice or dispose of the goods without further delay, in accordance with Section V. (d).

VI. Handling

A. The handling charge covers the ordinary labor required to receive goods at the warehouse door, place them into storage, and return them to the warehouse door for outbound processing. These charges are billed according to the current Price List.

B. Unless otherwise agreed in writing, labor for unloading/loading, processing damaged or improperly packed goods, unloading from non-standard vehicles, kitting, repackaging, and/or relabeling is subject to additional fees per the Price List.

C. Any special labor requirements (e.g., repalletizing, relabeling, auditing, expedited handling) will be billed as administrative time or value-added services (VAS), as outlined in the Price List or quoted on a case-by-case basis.

D. Demurrage, detention, or delays in carrier service fall outside Left Brain’s liability unless caused by Left Brain’s failure to exercise reasonable care.

VII. Delivery Requirements

A. No goods shall be released, delivered, or transferred from Left Brain’s facility except upon receipt of a complete and clearly documented order from the Client, which may be transmitted via shopping cart integration, the Client Portal, EDI, email, or other approved method. Verbal instructions are not recommended and will only be accepted at the Client’s own risk. Left Brain shall not be liable for errors or losses resulting from Client’s verbal or incomplete instructions.

B. All orders for outbound shipments must be submitted with sufficient lead time as reasonably required by Left Brain’s standard fulfillment operations. Expedited requests may be subject to additional fees

C. If Left Brain is unable to fulfill an order due to events beyond its control—including but not limited to force majeure events, labor disruptions, or damage to goods for which Left Brain is not liable—then the unshipped goods shall remain in storage and continue to accrue storage charges until release or resolution.

VIII. Extra Services (Special Services)

A. Any services performed by Left Brain beyond standard receiving, storage, and outbound order fulfillment will be considered Extra Services and may incur additional charges as outlined in the current Price List or the Client’s MSA.

B. Extra Services may include, but are not limited to:

Kitting, bundling, or light assembly
Quality control inspections beyond standard receiving checks
Labeling, relabeling, or re-boxing of goods
Removal of packaging materials or repacking
Photographing products for marketing or claims documentation
Destruction or disposal of unsellable merchandise
Providing custom reports or data exports not included in standard Client Portal functionality

C. All Extra Services must be pre-approved by the Client in writing unless otherwise specified in the MSA. If time-sensitive services are performed without prior written approval to avoid operational delays, Client agrees to pay applicable charges.

D. Labor and materials used for Extra Services will be billed at standard hourly or per-unit rates unless otherwise agreed upon in writing.

E. Requests for services outside of regular business hours or on holidays may be subject to additional fees.

IX. Bonded Storage

A. Left Brain does not operate a bonded warehouse facility. Therefore, bonded storage services are not offered unless otherwise expressly agreed to in writing and reflected in the Client’s Master Service Agreement (MSA).

B. If bonded storage is expressly arranged and provided, additional charges will apply as outlined in the applicable Price List or MSA. In such cases, Left Brain shall not be liable for any actions by U.S. Customs or other governmental authorities, including but not limited to seizure or removal of goods

X. Minimum Charges

A. Left Brain may apply minimum charges for storage, handling, and other services as outlined in the Client’s Master Service Agreement (MSA) and associated Price List. These minimums are established to reflect resource allocation, staffing, and baseline operational costs necessary to support Client activity levels.

B. If a single Client maintains multiple accounts that require separate records and billing, minimum monthly charges may apply to each account individually, unless otherwise agreed to in writing.

C. When a single lot includes multiple SKUs, brands, or product types that require separate handling or inventory tracking, Left Brain may apply a minimum handling or storage charge per SKU or identifier, as outlined in the Price List.

XI. Liability and Limitation of Damages

A. No Insurance by Left Brain. Left Brain Logistics is not the owner of the Client’s goods and does not insure Client inventory. Goods stored or handled by Left Brain are not insured against loss or damage of any kind, and the Client is solely responsible for securing adequate insurance coverage for its products while in storage or in transit.

B. Limitation of Liability. Left Brain shall not be liable for any loss or damage to goods, however caused, unless such loss or damage results directly from Left Brain’s failure to exercise reasonable care, consistent with that of a prudent third-party logistics (3PL) provider under similar circumstances. In the event of proven negligence by Left Brain, its liability shall be strictly limited to the lesser of: (i) $0.10 per pound, or (ii) the Client’s actual cost of goods (COGS) FOB origin, and shall expressly exclude any amounts attributable to inbound freight, tariffs, duties, taxes, or any other direct, indirect, incidental, or consequential costs.

Reimbursement under this Section shall be made only upon the Client’s submission of both: (a) a signed copy of the commercial invoice evidencing the cost of goods, and (b) proof of payment to the vendor or manufacturer of such goods.

C. No Liability Without Negligence. Left Brain shall not be liable for any loss or damage to goods unless such loss or damage was directly caused by Left Brain’s failure to exercise reasonable care. Left Brain shall bear no liability for loss or damage resulting from third-party actions, carrier mishandling, weather events, theft, or any cause beyond its control.

XII. Notice of Claim and Filing of Suit

A. Written Notice of Claims. All claims by Client for loss or damage to goods must be submitted to Left Brain in writing within forty-five (45) daysafter the earlier of:

(i) delivery of the goods by Left Brain, or

(ii) notification by Left Brain that a loss, damage, or discrepancy has occurred. Claims not made within this time frame shall be deemed waived.

B. Legal Action. No legal action or arbitration may be maintained by Client against Left Brain unless:

(i) a timely written claim was submitted in accordance with Section XII.A, and

(ii) such action is commenced within nine (9) months from the earlier of:

– the date of delivery of the goods, or

– the date on which Client was notified by Left Brain of the loss or damage.

C. Notification of Non-Delivery. If goods are not delivered as expected, notice of potential loss must be given by Left Brain to the Client in writing (including via certified mail or commercial courier). Time limits for filing a claim begin from the date of such notice.

XIII.Liability For Consequential Damages

A. Left Brain shall not be liable under any circumstances for indirect, incidental, special, or consequential damages, including but not limited to loss of profits, loss of business opportunity, loss of market, or punitive damages, even if Left Brain is advised in advance of the possibility of such damages. This exclusion applies regardless of whether the claim is based on breach of contract, negligence, strict liability, or any other legal theory. Client acknowledges that it has sole responsibility for assessing the commercial impact of any delays, losses, or disruptions and for insuring accordingly.

XIV. Liability For Mis-Shipment

A. In the event that Left Brain negligently ships goods to the wrong recipient or address (“mis-shipment”), Left Brain’s sole obligation shall be to reimburse the Client for reasonable transportation charges incurred to return the mis-shipped goods to Left Brain’s facility or to forward them to the correct recipient, at Left Brain’s discretion..

If the recipient refuses or fails to return the mis-shipped goods, Left Brain’s total liability shall be limited to the lesser of:

(i) $0.10 per pound of the affected goods, or
(ii) the Client’s actual cost of goods (COGS) FOB origin, and shall not include freight, tariffs, duties, or any indirect, incidental, or consequential damages. Under no circumstances shall Left Brain be liable for the recipient’s use, resale, or disposal of the mis-shipped goods.

XV. Mysterious Disappearance

A. Standard of Liability. Left Brain shall not be liable for inventory shortages, shrinkage, or unexplained disappearance of goods unless Client establishes, with clear and convincing evidence, that the loss resulted directly from Left Brain’s failure to exercise reasonable care consistent with the practices of a prudent third-party logistics (3PL) provider under similar circumstances. In the absence of such evidence, any shortages, shrinkage, or unexplained disappearance shall be conclusively attributed to packing errors by the manufacturer or vendor.

B. Case & Inner-Pack Quantities. Unless explicitly instructed in writing by Client, Left Brain receives inventory based on the manufacturer’s case and inner-pack counts as stated on the packaging or commercial invoice. Left Brain does not open sealed cases or verify inner-pack contents as a matter of standard practice. Any inventory discrepancies later discovered that stem from incorrect or mislabeled case quantities shall be attributed to packing errors by the manufacturer or vendor. Client agrees to indemnify and hold Left Brain harmless from any loss, claim, or liability arising from such discrepancies.

C. No Presumption of Conversion. Missing or unaccounted goods shall not be presumed to have been lost or stolen by Left Brain. No legal presumption of conversion shall apply, and Client bears the burden of proving that any alleged loss resulted from Left Brain’s intentional misconduct.

D. Limitation of Liability. If Left Brain is found liable for mysterious disappearance due to proven negligence, such liability shall be limited as set forth in Section XI(B) (Limitation of Liability), and any such claim shall be subject to the requirements of Section XII (Notice of Claim and Filing of Suit).

XVI. Right to Store Goods

A. Authority to Store. Client represents and warrants that it is lawfully possessed of the goods and has full legal authority to store them with Left Brain. By delivering goods to Left Brain’s facility, Client affirms that it has the right to store, possess, and direct the disposition of such goods, and that such goods are free from liens, claims, or encumbrances of any kind, unless previously disclosed in writing and acknowledged by Left Brain.

B. Indemnification. Client agrees to indemnify, defend, and hold harmless Left Brain and its officers, employees, and agents from any and all claims, losses, damages, penalties, costs, or expenses (including reasonable attorneys’ fees) incurred as a result of any dispute, litigation, or third-party claim arising from Client’s title to, or right to store, the goods. This includes, without limitation, claims brought by vendors, creditors, secured parties, or governmental authorities.

C. Lien Rights. Any such indemnified amounts shall constitute lawful charges in connection with the stored goods and shall be subject to Left Brain’s general warehouse lien as further described in Section XIX.

XVII. Accurate Information

A. Required Product Data. Left Brain’s Warehouse Management System (WMS) requires specific, accurate product information to be associated with each SKU prior to receipt or shipment of any goods. Before shipping inventory to Left Brain, Client must complete and submit a New Product Import Form for each item, detailing (at a minimum): SKU, item description, UPC, weight, dimensions, country of origin, harmonization code (if applicable), and any other required data fields specified by Left Brain.

B. Submission Timing. All product data must be submitted, reviewed, and approved by Left Brain before any goods arrive at the warehouse. Inventory arriving without complete and approved item data may be refused, quarantined, or subject to delay, and Client may incur administrative charges for non-compliance.

C. Accuracy and Impact. The information provided by Client will be used for operational and compliance purposes, including but not limited to generating packing slips, fulfillment documentation, and international shipping invoices. Accuracy is critical. Client assumes full responsibility for the correctness of submitted data and acknowledges that any errors may result in shipment delays, customs issues, or regulatory penalties.

D. Indemnification. Client shall indemnify, defend, and hold harmless Left Brain from and against any and all losses, liabilities, damages, fines, penalties, claims, or expenses (including attorneys’ fees) arising out of or related to inaccurate or incomplete product data provided by Client, or the failure to timely submit such information as required under this Section.

XVIII. Severability and Waiver

A. Severability. If any provision of these Terms and Conditions is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the fullest extent permissible, and the remainder of these Terms and Conditions shall continue in full force and effect without being impaired or invalidated in any way.

B. No Waiver by Conduct. The failure of Left Brain to enforce any provision of these Terms and Conditions, or to exercise any right or remedy provided herein, shall not constitute a waiver of such right or provision. Any waiver must be made explicitly in writing and signed by an authorized representative of the waiving party.

C. Continuing Rights. Any waiver of any provision or right shall not be deemed a waiver of any other provision or right, nor shall it operate as a waiver of any subsequent breach or failure of the same or any other provision.

XIX. Lien

A. General Warehouse Lien. Left Brain shall have a general and continuing warehouseman’s lien under the California Commercial Code (Division 7 – Documents of Title) on all goods stored, held, or in transit in Left Brain’s possession for the account of the Client. This lien shall secure payment of all lawful charges and amounts due from the Client to Left Brain, including but not limited to storage, handling, transportation, labor, administrative fees, interest, and other services provided, whether incurred in the past, present, or future.

B. Cross-Account Lien. This lien shall apply to any and all goods of the Client stored with Left Brain, regardless of whether such goods relate to a single or multiple accounts, service engagements, or warehouse locations. It shall also apply to balances arising from other agreements or obligations owed by Client to Left Brain.

C. Priority Secured Creditor Status. Client acknowledges and agrees that Left Brain shall be deemed a secured creditor with a first-priority lien on Client’s goods held in Left Brain’s possession. In the event of Client insolvency, bankruptcy, or assignment for the benefit of creditors, Left Brain’s claim shall take precedence over all other creditors, including secured lenders, and Left Brain shall have the right to sell such goods and retain the proceeds in satisfaction of Client’s outstanding obligations, without further consent or approval.

D. Enforcement and Withholding of Goods. If any payment due to Left Brain is not received as agreed, Left Brain may, in its sole discretion, withhold the release or shipment of any goods, and enforce its lien by public or private sale, or other means permitted by law. Left Brain shall not be liable for any consequences resulting from the enforcement of this right. The Client waives any claims or objections to such enforcement. Proceeds from such sale shall be applied first to the costs of sale, then to outstanding obligations, with any excess returned to the Client

XX. Documents of Title

A. Left Brain may, at its sole discretion and as applicable, issue documents of title, including warehouse receipts, to reflect goods received and stored at its facility. Such documents may be issued in either electronic or physical form and shall conform to applicable provisions of the California Commercial Code and the Uniform Commercial Code as adopted in the State of California.

B. Unless expressly agreed in writing by Left Brain, all documents of title issued by Left Brain shall be non-negotiable and shall be made out in the name of the Client only. No document of title issued by Left Brain shall be deemed to transfer ownership of any goods to Left Brain, nor shall it be construed to create a security interest or title claim in favor of any third party.

C. All such documents are intended solely to evidence the bailment relationship between Client and Left Brain, and Left Brain disclaims any responsibility for the misuse, misassignment, or unauthorized transfer of such documents by Client or any third party.

D. Nothing in this section shall be deemed to alter or limit Left Brain’s rights under Section XIX (Lien) or any other provision of these Terms and Conditions.

XXI. Acceptance of Goods

A. Receipt and Documentation Requirements. Client shall provide all goods to Left Brain in accordance with the terms set forth in the Master Service Agreement (MSA). Prior to or upon delivery, Client must furnish all required product information and documentation necessary for receipt, including, but not limited to, a complete and accurate manifest, new product import forms, and any specifications required by Left Brain's warehouse management system (WMS). Product data must include SKU, item description, UPC, case-pack details, quantity, dimensions, weight, country of origin, harmonization code, and any other applicable identifiers. No goods will be received or processed without this information.

B. Bailment Relationship. Left Brain’s acceptance of goods does not constitute a transfer of title. All goods provided by Client remain the sole property of Client, and Left Brain shall act as a bailee for the limited purpose of providing warehouse and logistics services as outlined in the MSA and these Terms and Conditions. Nothing in this Agreement shall be construed to create any relationship between the Parties other than that of a bailee and bailor.

C. Risk of Loss Prior to Receipt. Client bears all risk of loss, damage, or delay in transit until Left Brain has physically received and unloaded the goods at its designated warehouse and confirmed receipt in accordance with its intake protocols.

D. Right to Reject Goods. Left Brain reserves the right to refuse any goods which, in its sole judgment, are improperly labeled or packaged, defective, damaged, hazardous, contaminated, or otherwise fail to comply with these Terms and Conditions, the MSA, or applicable laws and regulations. Rejected goods may be returned to Client at Client’s sole expense, and Client shall remain responsible for all administrative and labor charges incurred in connection with the rejection.

E. No Obligation to Inspect. Unless expressly stated in the MSA, Left Brain is under no obligation to open, inspect, or test goods beyond confirming external condition and label compliance during intake. Client bears sole responsibility for ensuring that goods comply with all applicable legal, regulatory, and contractual requirements.

F. Warranties by Client. Client represents and warrants that:

All goods comply with applicable federal, state, and local laws and regulations.
Goods are not adulterated, counterfeit, or misbranded under applicable laws.
Client holds clear and valid title to the goods and the right to store and direct their distribution.
Goods do not require handling under the U.S. Food and Drug Administration (FDA), Drug Enforcement Administration (DEA), or any other restricted regulatory framework, unless previously disclosed and accepted in writing by Left Brain.

G. Indemnification. Client agrees to indemnify, defend, and hold harmless Left Brain from all losses, liabilities, damages, penalties, and expenses (including attorney’s fees) arising from:

Client’s breach of any of the above warranties;
Improper or incomplete product data or labeling;
Non-compliant or misrepresented goods.

H. Remedies Not Exclusive. The remedies available to Left Brain under this Section are in addition to, and not in lieu of, any other rights or remedies available under law or in equity.

XXII. Left Brain Additional Services Terms

A. Scope of Additional Services. Left Brain may perform additional logistics, fulfillment, and value-added services for Client (collectively, “Additional Services”) at the rates set forth in the current Price List or at other rates agreed upon in writing. Such services may include, but are not limited to: labeling, kitting, assembly, returns processing, inventory audits, freight scheduling, import tracking, customs clearance, procurement of custom packaging, business consulting, customer service, routing, and staging of wholesale orders.

B. Service Request Requirements. All Additional Services must be requested in writing by Client via email or other mutually agreed method. Left Brain shall not be obligated to perform any services not documented and approved in writing.

C. Service Standards. Left Brain shall perform Additional Services in a commercially reasonable manner consistent with industry standards applicable to third-party logistics (3PL) providers. Unless otherwise expressly set forth in the MSA or a Service Level Agreement (SLA), Left Brain makes no guarantee as to processing speed, delivery performance, or turnaround times.

D. Charges for Additional Services. Additional Services shall be invoiced in accordance with the pricing and billing terms stated in the MSA and/or the then-current rate sheet. Any custom or out-of-scope services not expressly priced may be subject to a separate quote and written approval by Client. Left Brain reserves the right to modify service rates with thirty (30) days’ written notice, except where otherwise restricted by the MSA.

E. Limitation of Scope. Unless expressly stated in writing, Additional Services do not include inspection for quality control, regulatory compliance, or fitness for sale. Client remains solely responsible for ensuring that all goods meet applicable legal, regulatory, and market standards.

F. No Warranties. All Additional Services are provided “as is,” with no express or implied warranties, except as may be specifically set forth in the MSA. Left Brain expressly disclaims all other warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

G. Indemnification. Client agrees to indemnify, defend, and hold harmless Left Brain from and against any and all claims, losses, damages, liabilities, and expenses arising from or related to Client’s specifications, instructions, or omissions concerning any Additional Services.

XXIII. Order and Invoice Verification and Payment

A. Order Verification. Client shall be solely responsible for verifying the accuracy of all orders submitted to Left Brain, including, but not limited to, product SKUs, quantities, shipping addresses, carrier selection and service levels, fraud, and inventory availability. Unless otherwise stated in the MSA or a written Service Level Agreement (SLA), Left Brain shall not be liable for errors, delays, or losses arising from inaccurate or incomplete order instructions provided by Client.

B. Physical Inspection. Unless expressly provided in the MSA, Client shall inspect the physical condition, accuracy, and packaging of its goods prior to delivery to Left Brain’s facility. Left Brain does not provide quality control, compliance checks, or product testing unless explicitly agreed to in writing as part of Additional Services.

C. Invoice Review and Disputes. Invoices are generated by Left Brain based on services rendered and as recorded by Left Brain’s Warehouse Management System (WMS) and operational logs. Client must review all invoices upon receipt and shall notify Left Brain in writing of any disputed charges within ten (10) business days of the invoice date. Failure to dispute within this time frame constitutes acceptance of the invoice in full.

D. Payment Terms. Unless otherwise agreed in the MSA, all invoices are due upon receipt. Payments shall be made in U.S. dollars via ACH or wire transfer to the account designated by Left Brain. Payments made by check or credit card shall be subject to a 4% administrative processing fee, which Client agrees to pay in addition to the invoiced amount. Interest will accrue automatically at 1.5% per month on any amounts unpaid fifteen (15) days past the statement date, as detailed in Section XXVIII (Payment).

E. No Setoff or Deduction. Client shall remit payment in full without deduction, withholding, or offset of any kind, except as may be expressly approved in writing by Left Brain or required by applicable law.

XXIV. Quality Control and Access

A. Standard Storage Conditions. Unless otherwise specified in the MSA or agreed to in writing, Left Brain will store all goods in ambient, non-climate-controlled warehouse space. Left Brain shall not be responsible for temperature- or humidity-sensitive items unless explicitly agreed upon and documented in writing.

B. Client Access and Inspections. Client may, upon reasonable advance written notice and during normal business hours, access the warehouse to inspect its inventory or observe operations. Such access shall be supervised by Left Brain personnel and must not interfere with warehouse operations or compromise the safety and security of other clients’ inventory.

C. Limitations on Quality Control Services. Left Brain does not perform product testing, regulatory compliance verification, or quality control inspections unless such services are expressly agreed to in writing as part of Additional Services. Client remains solely responsible for ensuring that all products meet applicable laws, labeling requirements, and quality standards prior to delivery to Left Brain.

D. Responsibility for Defective or Noncompliant Goods. Any defective, mislabeled, or noncompliant goods received shall remain the responsibility of the Client. Left Brain reserves the right to reject such goods upon delivery or to segregate and notify Client for further instruction. Additional fees may apply for the handling, inspection, or disposition of such goods.

XXV. Service Levels

A. Performance Standards. Left Brain shall perform all services in a commercially reasonable manner consistent with the standards expected of a professional third-party logistics (3PL) provider. Our standard fulfillment window is 1–2 business days; however, our goal is to ship all orders received by 12:00 p.m. Pacific Time, Monday through Friday, on the same business day. Unless expressly stated in the Master Service Agreement (MSA) or an applicable Service Level Agreement (SLA), no specific processing or delivery timelines are guaranteed.

B. Same-Day Shipments. Requests for same-day order processing must be pre-approved by the designated Left Brain account representative and may incur expedited processing and administrative fees as outlined in the current Price List.

C. No Implied Guarantees. Client acknowledges that fulfillment timelines are estimates and may be affected by order volume, carrier delays, inventory status, seasonal surges, or other external factors. No express or implied guarantees are made regarding processing speed, delivery accuracy, or order timeliness unless otherwise agreed to in writing.

D. Service Interruptions. Left Brain shall not be liable for delays or failures in service caused by circumstances beyond its reasonable control, including but not limited to carrier issues, incorrect or missing inventory, force majeure events, or inaccurate or incomplete information provided by Client.

E. Escalations and Remedies. If Client believes service levels have not been met, it must notify Left Brain in writing with specific details. Left Brain will review the matter in good faith and, if appropriate, propose a commercially reasonable resolution in accordance with the terms of the MSA.

XXVI. Shipping Accuracy

A. Shipping Terms. Unless otherwise specified in the MSA, all shipments are Free on Board (FOB) Left Brain’s facility. Title and risk of loss transfer to the Client at the time the goods are handed off to the carrier or picked up from Left Brain’s warehouse.

B. Shipment Instructions. Client is solely responsible for providing accurate and complete shipping instructions for each order, including SKUs, quantities, packaging requirements, carrier preferences, shipping service levels, and destination addresses. Left Brain shall not be liable for delays, misdeliveries, or additional costs resulting from incomplete or incorrect instructions provided by Client.

C. Bill of Lading. Unless otherwise agreed in writing, all bills of lading or shipping documents shall identify the Client as the shipper. The carrier shall not list Left Brain as the shipper or consignee. Client shall be responsible for all consequences of misidentification and agrees to indemnify and hold Left Brain harmless from any related claims, penalties, or fees.

D. Carrier Designation and Risk of Loss. Client may designate carriers or allow Left Brain to select a carrier on its behalf. In either case, the carrier shall be deemed an agent of the Client. All risk of loss during transit lies with the Client, and claims for damage or shortage must be made directly with the carrier. Left Brain shall not be responsible for goods lost or damaged while in transit unless explicitly agreed to in the MSA.

E. Proof of Delivery and Discrepancies. Claims for shipping errors, discrepancies, or loss must be submitted to Left Brain in writing within twenty (20) days of Client’s receipt of the shipment. Failure to notify Left Brain within this period shall constitute waiver of the claim and acceptance of the shipment as-is.

F. Misidentification of Role. If Left Brain is erroneously identified as the carrier or shipper on any shipping document, such designation shall be deemed for convenience only and shall not alter Left Brain’s role as a third-party logistics provider. Client agrees that such clerical errors shall not impose carrier liability on Left Brain.

XXVII. Billing for Additional Services

A. Invoice Timing. Invoices for Additional Services performed by Left Brain shall be issued at the time of service completion, upon shipment of goods, or according to the billing frequency set forth in the MSA or applicable pricing schedule. Recurring or project-based services may be invoiced weekly or monthly, as determined by Left Brain.

B. Supporting Documentation. All charges will be based on activities recorded in Left Brain’s Warehouse Management System (WMS), time logs, or project records. Upon request, Left Brain will provide a summary of services rendered and time expended. Disputes must be submitted in writing within ten (10) business days of invoice issuance per Section XXIII(C).

C. Rate Changes. Unless otherwise stated in the MSA, Left Brain reserves the right to modify rates for Additional Services upon thirty (30) days’ written notice to Client. Continued use of services after such notice period shall constitute acceptance of the revised rates.

D. Non-Standard Services. Any Additional Services not included in the standard Price List or pre-defined in the MSA may be subject to custom pricing. Custom services must be quoted by Left Brain and approved by Client in writing before work begins.

E. Administrative and Pass-Through Charges. Left Brain may invoice Client for third-party costs incurred on Client’s behalf (e.g., packaging supplies, freight charges, or customs clearance) plus any administrative markup as specified in the Price List or MSA.

F. Responsibility for Charges. Client agrees to pay for all authorized services rendered by Left Brain, whether initiated by Client or its designated representatives. Invoices are subject to the payment terms and conditions outlined in Section XXVIII (Payment).

XXVIII. Payment

A. Payment Terms. Unless otherwise specified in the Master Service Agreement (MSA), all invoices issued by Left Brain are due and payable in full upon receipt. Payment shall be made in U.S. dollars via ACH or wire transfer to the account designated by Left Brain.

B. Payment Methods and Fees. Payments made by credit card or paper check are subject to a 4% administrative processing fee, which will be added to the invoiced amount. Client agrees to this fee in advance by using such payment methods.

C. Late Payment and Interest. Any balance not paid within fifteen (15) days of the invoice date shall be considered past due and will incur a finance charge of 1.5% per month (or the highest rate permitted by applicable law, whichever is lower), compounded monthly.

D. Right to Withhold Services. If Client fails to make timely payment within thirty (30) days of the invoice date or maintain current account status, Left Brain reserves the right to temporarily suspend services, delay shipments, and/or withhold the release of goods in its possession until the account is brought current.

E. No Setoff or Deduction. Client shall not withhold, offset, or deduct any amount from payment of invoices without prior written consent from Left Brain or unless otherwise required by law.

F. Collection and Enforcement. Client shall be liable for all reasonable costs incurred by Left Brain in collecting past-due amounts, including attorneys’ fees, collection agency fees, and court costs.

G. Suspension and Termination for Nonpayment. Balances unpaid after forty-five (45) days may result in termination of services and the enforcement of warehouseman’s lien rights pursuant to Section XIX of these Terms and Conditions.

XXIX. Delivery

A. Inbound Shipments. Unless otherwise specified in the Master Service Agreement (MSA), all inbound freight is Free on Board (F.O.B.) destination—Client retains risk of loss until goods are unloaded and received by Left Brain at its designated facility. Title does not pass to Left Brain at any time. Left Brain assumes responsibility for the goods only upon successful unloading and issuance of a warehouse receipt.

B. Outbound Shipments. Unless otherwise agreed in writing, all outbound freight is F.O.B. origin—Client assumes risk of loss at the point goods are picked up from Left Brain’s facility by a carrier. Title remains with Client at all times. Left Brain shall not be liable for any carrier delays, loss, or damage during transit.

C. Approved Carriers and Shipping Methods. Client must define its approved carriers, shipping methods, and service levels during the initial system integration process. Once established, any changes to shipping configurations (including address formatting, method prioritization, or freight account updates) must be communicated in writing to Left Brain’s technology team. Failure to do so may result in shipping errors, use of incorrect carriers, incorrect service levels, or fulfillment delays. Left Brain shall not be liable for costs or losses arising from uncommunicated or miscommunicated changes.

D. Carrier Designation and Liability. Left Brain may assist with arranging transportation as an Additional Service, but Client remains fully responsible for carrier selection, contract terms, and claims processing. When Client fails to designate a carrier, Left Brain may arrange shipment using a carrier of its choosing; such arrangement does not alter Left Brain’s liability under these Terms and Conditions.

E. Bills of Lading. All shipments must be accompanied by accurate documentation. Client shall ensure all bills of lading:

List Client as the shipper or consignee, not Left Brain;
Identify carrier independently from Left Brain;
Include accurate product descriptions, quantities, SKUs, and any applicable handling instructions;
Reference the correct Left Brain reservation or fulfillment ID, if applicable.

F. Risk of Loss in Transit. Left Brain is not responsible for loss, delay, or damage to goods after they are released to a third-party carrier. Any claims related to in-transit losses must be filed directly with the carrier by the Client. Left Brain may assist with claim documentation upon request, as part of Additional Services.

G. Freight Insurance. Unless otherwise stated in writing, freight insurance is the sole responsibility of the Client. If requested in writing, Left Brain may obtain freight insurance on Client’s behalf as an Additional Service, at Client’s cost. Left Brain makes no representation as to the adequacy or enforceability of such insurance.

H. Temperature-Controlled or Time-Sensitive Shipments. Unless explicitly agreed to in writing, Left Brain does not offer climate-controlled storage or shipping. Any requirement for temperature-sensitive, perishable, hazardous, or time-sensitive shipments must be disclosed and pre-approved in writing. Client bears sole responsibility for product compliance with these handling conditions.

I. Amazon FBA and Marketplace Shipments. If Client requests fulfillment to Amazon FBA or similar platforms, it is responsible for ensuring its compliance with the destination’s labeling, packing, and delivery protocols. Left Brain is not liable for shipment rejections, delays, or penalties resulting from noncompliance with platform-specific requirements unless Left Brain was expressly engaged to manage such compliance in writing.

J. Delivery Failures and Additional Charges. Left Brain shall not be responsible for delays, refusals, or surcharges due to incomplete or incorrect shipping information provided by Client or its customers. Any reconsignment, redelivery, or additional storage charges shall be the responsibility of the Client and may be invoiced directly.

XXX. Risk of Loss While Performing Additional Services

A. No Insurance by Left Brain. Left Brain does not insure Client’s goods while performing Additional Services. It is the sole responsibility of the Client to obtain and maintain adequate insurance coverage for goods while in Left Brain’s possession and during any phase of value-added handling or service, including kitting, assembly, labeling, returns processing, or custom packaging.

B. Risk of Loss During Handling. Risk of loss or damage to goods remains with the Client at all times unless such loss or damage is proven to have resulted directly from Left Brain’s gross negligence in performing Additional Services. In such cases, Left Brain’s liability shall be limited pursuant to Section XI (Liability and Limitation of Damages) of these Terms and Conditions.

C. No Liability for Third-Party Errors. Left Brain shall not be liable for any loss or damage arising from errors caused by the Client’s vendors, freight carriers, customs brokers, or other third parties involved in the supply chain. This includes, but is not limited to, mislabeling, improper packaging, documentation errors, or delays originating outside Left Brain’s control.

D. Client’s Duty to Disclose Risks. Client must disclose in writing any special handling risks associated with the goods prior to arrival at Left Brain’s facility. This includes, but is not limited to, goods that are fragile, hazardous, temperature-sensitive, or regulated. Left Brain shall not be responsible for damage to goods requiring special care unless such requirements are expressly disclosed and accepted in writing prior to receipt.

E. Limitation of Liability. To the extent that any loss arises during the course of Additional Services, Left Brain’s liability shall be governed by the terms outlined in Section XI (Liability and Limitation of Damages). No separate or expanded liability shall be assumed by virtue of performing Additional Services, unless expressly agreed to in a separate written agreement signed by both parties.

XXXI. Warranties, Indemnification, and Damages

A. No Warranties by Left Brain. Except as expressly provided in the Master Service Agreement (MSA), Left Brain makes no warranties, express or implied, including without limitation any warranties of merchantability, fitness for a particular purpose, or non-infringement, with respect to any Warehouse Services, Additional Services, or Technology Services rendered. All services are provided “as is,” and Client assumes full responsibility for determining the suitability of such services for its intended use.

B. Indemnification by Client. Client shall indemnify, defend, and hold harmless Left Brain, its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to:

Client’s breach of these Terms and Conditions or the MSA;
Client’s failure to comply with applicable laws, rules, or regulations;
Defects or hazards in Client’s goods, including product liability claims;
Inaccurate, incomplete, or misleading information provided by Client;
Client’s failure to provide adequate instructions regarding storage, handling, or delivery;
Any recall of Client’s products;
Intellectual property claims related to Client’s goods, packaging, or branding; or
Loss or damage resulting from specifications or instructions provided by the Client.

This indemnity obligation shall survive the expiration or termination of the MSA and these Terms and Conditions.

C. Limitation of Damages. Left Brain shall not be liable to Client or any third party for any consequential, indirect, incidental, punitive, or special damages, including but not limited to loss of profits, business interruption, or loss of goodwill, even if Left Brain was advised of the possibility of such damages. This limitation applies regardless of the legal theory under which such damages are sought, including breach of contract, tort (including negligence), strict liability, or otherwise.

D. Maximum Liability. The maximum liability of Left Brain for any claim arising under or related to these Terms and Conditions or the MSA shall be limited as specified in Section XI (Liability and Limitation of Damages). No cumulative damages shall exceed the lesser of $0.10 per pound of goods lost or damaged, or the Client’s actual cost of goods (COGS) FOB origin, excluding freight, tariffs, and duties.

XXXII. Insurance

A. Client’s Insurance Obligations. Client shall, at its sole cost and expense, maintain the following insurance coverages throughout the duration of its relationship with Left Brain:

Commercial General Liability Insurance – Including product liability and completed operations coverage with minimum limits of $1,000,000 per occurrence and $2,000,000 in the aggregate.
Automobile Liability Insurance – Covering owned, non-owned, and hired vehicles, with combined single limits of not less than $1,000,000.
Workers’ Compensation Insurance – In compliance with all applicable state laws, and Employer’s Liability Insurance with limits not less than $500,000 per occurrence.
Cargo or Property Insurance – Covering Client’s goods while in transit and in storage at Left Brain facilities. This policy must include coverage against fire, theft, damage, shrinkage, and any other risks of physical loss. Left Brain is not responsible for insuring Client’s inventory.

All policies must be written by carriers rated A- or better by AM Best and shall name Left Brain Logistics, LLC as an additional insured (where applicable) and as a certificate holder.

B. Proof of Insurance. Upon request, Client shall furnish to Left Brain certificates of insurance evidencing the required coverages, and shall provide thirty (30) days’ prior written notice of any cancellation, material change, or non-renewal of such policies.

C. No Insurance by Left Brain. Left Brain does not insure Client’s goods at any time. Client is solely responsible for securing adequate and appropriate insurance for its products while in transit to or from Left Brain’s facilities and while in storage at any warehouse operated by Left Brain.

D. No Limitation on Indemnification. Client’s obligation to maintain insurance shall not limit or otherwise affect Client’s indemnity obligations under these Terms and Conditions or the MSA.

Technology Services

XXXIII. Technology Terms & Conditions

A. Scope of Technology Services.

These Technology Terms & Conditions apply to any services provided by Left Brain Logistics that involve system integrations, software platforms, data exchanges, or technological solutions related to warehouse and order fulfillment operations. These include, but are not limited to:

Shopping cart integrations
Warehouse Management System (WMS) access
Application Programming Interfaces (APIs)
EDI (Electronic Data Interchange) connections
Data import/export tools
Inventory visibility portals
Order status tracking

B. System Access and Security.

Client will be provided with login credentials for access to Left Brain’s technology systems, as applicable. Client is solely responsible for managing the security of its login credentials and ensuring that access is restricted to authorized personnel. Client shall immediately notify Left Brain of any suspected breach, misuse, or unauthorized access to its account or data.

C. Data Accuracy and Responsibility.

Client is responsible for ensuring that all product, order, and customer data provided to Left Brain via any technology platform is complete, accurate, and current. Left Brain shall not be responsible for fulfillment errors, delays, or losses resulting from inaccurate or incomplete data provided by the Client.

D. System Downtime and Limitations.

Left Brain will use commercially reasonable efforts to maintain system uptime and ensure platform functionality. However, Left Brain makes no guarantee of uninterrupted access and shall not be liable for delays, disruptions, or losses resulting from system downtime, scheduled maintenance, software errors, or third-party outages beyond its control.

E. Intellectual Property Rights.

All technology platforms, custom integrations, WMS software, and related documentation are the sole property of Left Brain or its licensed providers. Client is granted a non-exclusive, non-transferable, revocable license to access and use these systems solely for the purposes stated in the Master Service Agreement (MSA). Client may not sublicense, modify, reverse engineer, or reproduce the technology without express written permission from Left Brain.

F. Termination of Access.

Upon the expiration or termination of the Client’s agreement with Left Brain for any reason, all access to technology platforms and data will be discontinued. Left Brain may, at its discretion, provide Client with a data export upon written request and subject to applicable fees.

G. Indemnification.

Client agrees to indemnify and hold harmless Left Brain from any loss, claim, liability, or damage arising from misuse, unauthorized access, or improper configuration of technology services caused by Client or its agents.

XXXIV. Intellectual and Industrial Property Rights

A. Ownership of Materials and Deliverables.

Unless otherwise stated in the Master Service Agreement (MSA), all systems, processes, software, documentation, reports, templates, forms, tools, methods, and any other work product or materials created, developed, or provided by Left Brain Logistics during the course of performing its services (collectively, the “Left Brain Materials”) are and shall remain the sole and exclusive property of Left Brain.

B. Technology and Software.

Left Brain retains full ownership and intellectual property rights in and to all proprietary software platforms, APIs, integrations, databases, and underlying code used to provide warehouse, logistics, and fulfillment services. Client is granted a limited, non-exclusive, non-transferable license to access and use these tools strictly for operational purposes outlined in the MSA. This license terminates immediately upon expiration or termination of the agreement.

C. No Transfer of Ownership.

Nothing in these Terms and Conditions shall be construed to grant Client any ownership interest in the software, intellectual property, or proprietary systems of Left Brain. Any improvements, enhancements, or derivative works based on Left Brain’s systems or processes shall remain the sole property of Left Brain.

D. Client Data.

All inventory data, customer information, order records, and business data provided by Client remains the property of Client. Left Brain shall have the right to use such data only to the extent necessary to provide its services under the MSA and to improve its operational systems and analytics, provided that no personally identifiable information (PII) or confidential data is disclosed to any third party without Client’s consent.

E. Confidentiality.

Both parties shall treat any proprietary materials or information disclosed under this section as Confidential Information and protect it in accordance with the confidentiality provisions of these Terms and Conditions.

XXXV. Acknowledgements

A. Scope of Services.

Client acknowledges and agrees that Left Brain Logistics’ sole obligation is to provide the warehousing, fulfillment, and related services expressly described in the Master Service Agreement (MSA), these Terms and Conditions, and any associated rate sheets or addenda. No other services, guarantees, or obligations shall be implied or inferred

B. No Title or Ownership Transfer.

Client acknowledges that Left Brain does not take title to or ownership of any goods or inventory at any time, except as may be necessary to enforce its warehouseman’s lien rights under Section XIX of these Terms and Conditions. All goods remain the sole property and responsibility of Client, and Left Brain acts strictly as a bailee of such goods, unless otherwise permitted under applicable lien enforcement procedures.

C. No Legal or Compliance Representation.

Client acknowledges that Left Brain does not provide legal, regulatory, or tax advice, and it is the Client’s sole responsibility to ensure that all products comply with applicable laws, regulations, and import/export requirements. This includes, but is not limited to, product labeling, packaging, and customs declarations.

D. Technology Services Relationship.

Client acknowledges that any technology platforms or tools provided by Left Brain are licensed on a limited, non-exclusive basis solely for operational use under the MSA. Client further acknowledges that use of such platforms does not establish an ownership interest, employment relationship, or partnership between the parties.

E. Reliance on Client-Provided Information.

Client understands that Left Brain relies on the accuracy and completeness of the data, product details, and instructions submitted by Client. Left Brain shall not be liable for errors, delays, or damages arising from incomplete or inaccurate information supplied by Client or its agents.

F. Limitations of Liability and Risk Allocation.

Client acknowledges and accepts the risk allocations, liability limitations, and insurance requirements set forth in these Terms and Conditions and the MSA. Client further acknowledges its responsibility to maintain sufficient insurance coverage for its products.

XXXVI. Security

A. Client Responsibility for System Access.

Client is solely responsible for maintaining the confidentiality and security of all usernames, passwords, API keys, or other access credentials issued by or used in conjunction with Left Brain's Technology Services. Client shall take all necessary precautions to prevent unauthorized access to its accounts or misuse of its data within the Left Brain platform.

B. Unauthorized Access or Breach Notification.

Client shall promptly notify Left Brain in writing if it becomes aware of any unauthorized access, suspected data breach, or compromise of account credentials related to the use of Left Brain’s systems or services. Left Brain will cooperate with Client in good faith to investigate and mitigate any such incidents, but Left Brain shall not be held responsible for losses resulting from unauthorized access due to Client’s failure to implement appropriate safeguards.

C. No Guarantee of Absolute Security.

Left Brain shall implement commercially reasonable measures to secure its systems and data, consistent with standard practices in the third-party logistics (3PL) industry. However, Left Brain does not guarantee that its systems will be immune from cyberattacks, unauthorized intrusion, or data loss, and disclaims all liability for breaches or losses beyond its reasonable control.

D. Third-Party Systems and Integrations.

Client acknowledges that Left Brain relies on third-party software providers, platforms, and integrations to operate its warehouse management systems, order processing, billing, EDI, and related logistics services. Left Brain shall not be liable for any data loss, security breaches, service interruptions, or other issues arising from failures or vulnerabilities in such third-party systems. Client agrees to indemnify and hold harmless Left Brain from any claims, losses, or damages caused by such external failures, to the extent not caused by Left Brain’s own gross negligence or willful misconduct.

XXXVII. Data

A. Left Brain assumes no liability for the retention, security, or encryption—whether in transit or at rest—of Client’s data. Left Brain shall make all reasonable efforts to provide Client with fully functioning and accurate Technology Services, but shall not be responsible for the transmission of inaccurate, incomplete, or corrupted data unless resulting directly from Left Brain’s failure to exercise reasonable care consistent with the practices of a prudent 3PL provider.

B. Data Accuracy. Client is solely responsible for ensuring the accuracy and completeness of all product, order, and customer data submitted to Left Brain. Left Brain is entitled to rely on the information received and shall not be liable for errors caused by incorrect or outdated data provided by Client.

C. Data Availability and Backups. Left Brain does not guarantee uninterrupted access to historical or real-time data stored in its systems. It is the Client’s responsibility to maintain independent backups and records of critical data.

D. Third-Party Systems and Integrations. Client acknowledges that Left Brain relies on third-party software providers, platforms, and integrations to operate its warehouse management systems, order processing, billing, EDI, and related logistics services. Left Brain shall not be liable for any data loss, security breaches, service interruptions, or other issues arising from failures or vulnerabilities in such third-party systems. Client agrees to indemnify and hold harmless Left Brain from any claims, losses, or damages caused by such external failures, to the extent not caused by Left Brain’s own gross negligence or willful misconduct.

Miscellaneous Terms

XXXVIII. Term and Termination

A. Effective Date and Term.
These Terms and Conditions become effective upon execution of the Master Service Agreement (MSA) by both parties. An executed MSA is incorporated by reference and shall be deemed an integral part of these Terms and Conditions. These Terms and Conditions remain in effect unless and until terminated as provided herein.

B. Termination Without Cause.
Either party may terminate these Terms and Conditions, along with the associated MSA, without cause by providing thirty (30) days’ written notice to the other party. Termination shall not relieve either party of obligations incurred prior to the effective date of termination. All services shall be concluded in a commercially reasonable and orderly manner.

C. Termination by Client Before End of Term.
If Client elects to terminate the MSA prior to the expiration of the then-current term, Client agrees to pay an early termination fee equal to the gross average weekly invoice total for the trailing ninety (90) days, multiplied by the number of weeks remaining in the term. "Gross" shall mean the total invoiced amount before any discounts, credits, or adjustments.

D. Termination by Left Brain.
Left Brain reserves the right to terminate services at any time, with or without cause, by providing written notice to Client. In the event of termination by either party, Left Brain will pack Client’s products as directed and issue a final invoice for all outstanding services and costs incurred through the termination date, including any offboarding and administrative fees incurred after termination.

E. Termination for Inactivity.
These Terms and Conditions shall automatically terminate if no storage, fulfillment, or related services are provided under the MSA for a continuous period of one hundred eighty (180) days.

F. Inventory Release Upon Termination.
Client shall remove all goods from Left Brain’s facility within sixty (60) days of the termination date. Client’s inventory will be released only after all outstanding invoices, including offboarding fees, have been paid in full.

G. Nonpayment After Termination.
If Client fails to pay all outstanding invoices, including offboarding fees, within the payment terms specified, Left Brain reserves the right to retain possession of Client’s inventory under its warehouseman’s lien rights pursuant to applicable law and Section XIX of these Terms and Conditions. Left Brain may, at its sole discretion, withhold inventory, suspend any further services, and/or initiate collection actions. Client shall be responsible for all reasonable costs of collection, including legal fees, administrative time, and storage fees incurred during the period of withheld release.

H. Continued Obligations.
Both parties remain liable for all obligations and liabilities incurred prior to the effective date of termination. Each party shall promptly return or destroy all confidential information of the other party as set forth in Section XL (Confidentiality).

XXXIX. Default

A. Termination for Cause. These Terms and Conditions may be terminated for cause by either party upon the occurrence of an Event of Default by the other party.

B. Events of Default. An "Event of Default" shall mean any one or more of the following events:

A material breach by either party of any term, obligation, or covenant of these Terms and Conditions that remains uncured for ten (10) days after written notice of such breach is provided by the non-breaching party.
The insolvency, bankruptcy, reorganization, or liquidation of either party, or the commencement of any proceeding under any bankruptcy or insolvency law by or against either party that is not dismissed within sixty (60) days.
The appointment of a receiver, trustee, or custodian for all or substantially all of the assets of a party.
The inability of a party to pay its debts as they become due or the admission in writing of such inability.

C. Remedies Upon Default. In the event of an uncured Event of Default:

The non-defaulting party may terminate these Terms and Conditions immediately by written notice to the defaulting party.
Left Brain shall have the right to enforce its warehouseman’s lien rights under Section XIX, including the right to retain, sell, or otherwise dispose of Client’s goods to recover any unpaid amounts owed.
Client shall remain liable for any deficiency resulting from such sale, as well as all reasonable costs incurred by Left Brain in connection with enforcement, including but not limited to legal fees, administrative expenses, and storage fees.

D. Survival of Obligations. All rights and obligations of the parties existing at the time of termination due to default shall survive such termination and remain enforceable to the fullest extent permitted by law.

Section XL: Confidentiality

A. Definition of Confidential Information.
Each party (the “Receiving Party”) agrees to maintain in strict confidence all non-public information, data, documents, pricing, processes, operational details, software, client data, and other materials disclosed or made available by the other party (the “Disclosing Party”), whether oral, written, electronic, or visual, and whether or not marked “confidential” or “proprietary” (“Confidential Information”). Confidential Information also includes all data stored in or transmitted through any Warehouse Management System (WMS), integration platform, or communication channel used by Left Brain or the Client.

B. Exclusions.
Confidential Information does not include information that:
(i) was lawfully known to the Receiving Party without restriction before disclosure;
(ii) becomes publicly available through no fault of the Receiving Party;
(iii) is lawfully received by the Receiving Party from a third party without restriction; or
(iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

C. Use and Disclosure.
The Receiving Party agrees to use Confidential Information solely for the purpose of fulfilling its obligations under these Terms and Conditions and the MSA and shall not disclose such information to any third party except:
(i) to its employees, agents, affiliates, subcontractors, or professional advisors on a need-to-know basis and under an obligation of confidentiality, or
(ii) as required by law or court order, provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates in seeking protective measures.

D. Injunctive Relief.
The Receiving Party acknowledges that improper disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. Therefore, the Disclosing Party is entitled to seek injunctive relief, specific performance, or other equitable remedies without the necessity of posting bond or proving actual damages.

E. Return or Destruction.
Upon termination of these Terms and Conditions, or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all Confidential Information and certify such return or destruction in writing, except where retention is required by law or internal recordkeeping practices (e.g., accounting or audit purposes).

F. Survival.
The obligations of confidentiality under this Section shall survive the termination or expiration of these Terms and Conditions for a period of three (3) years.

XLI. Force Majeure

A. Excused Performance. Neither party shall be liable for, or deemed to be in breach of these Terms and Conditions due to, any delay or failure in performance of any nonmonetary obligation caused by events or circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, fires, floods, earthquakes, storms, pandemics, epidemics, public health emergencies, quarantines, strikes, labor disputes, civil unrest, war, terrorism, governmental orders or restrictions, embargos, delays by suppliers or carriers, and other events of similar nature beyond the reasonable control of the affected party.

B. Notification and Mitigation. The affected party shall promptly notify the other party in writing of the occurrence of such force majeure event, and shall use commercially reasonable efforts to mitigate the impact of the delay and to resume performance of its obligations as soon as practicable.

C. Extended Delay. If a force majeure event continues for more than thirty (30) consecutive days and materially affects the performance of either party’s obligations under these Terms and Conditions, either party may terminate the impacted portion of services upon written notice to the other party. Termination pursuant to this Section shall not relieve either party of its obligation to pay for undisputed services rendered or costs incurred up to the effective date of termination.

XLII. Authorization and Compliance

A. Authority to Contract. Each party represents and warrants that it has full power and authority to enter into and perform its obligations under these Terms and Conditions and the Master Service Agreement (MSA), and that the individual executing these Terms and Conditions on behalf of such party has been duly authorized to do so.

B. Compliance with Laws. Each party shall comply with all applicable federal, state, and local laws, rules, regulations, and ordinances in the performance of its obligations under these Terms and Conditions, including, without limitation, those related to labor, employment, import/export, safety, privacy, and environmental protection.

C. No Conflict. Each party further represents and warrants that entering into and performing under these Terms and Conditions will not conflict with or violate any other agreement, contract, judgment, or legal obligation to which it is bound

XLIII. Recordkeeping

A. Maintenance of Records. Left Brain shall maintain accurate and complete records related to the goods stored, handled, and shipped under these Terms and Conditions, including but not limited to receipts, inventory reports, shipment logs, and records of Additional Services performed. Such records shall be retained for a minimum of six (6) months or as otherwise required by applicable law.

B. Client Access. Upon reasonable written request, and no more than once per calendar quarter unless required by law or during a dispute, Client may inspect relevant operational records maintained by Left Brain that directly pertain to its goods and services. Any such inspection shall occur during regular business hours and be subject to Left Brain’s confidentiality and data security policies.

C. Electronic Systems. Records maintained through Left Brain’s Warehouse Management System (WMS), Customer Portal, or other technology platforms shall be deemed official records. The Client acknowledges that digital records maintained in the ordinary course of business, including timestamps, activity logs, and digital approvals, shall be admissible for evidentiary purposes and considered conclusive absent manifest error.

XLIV. Successors and Assigns

A. These Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives, and permitted assigns.

B. Neither party may assign, delegate, or otherwise transfer its rights or obligations under these Terms and Conditions, in whole or in part, without the prior written consent of the other party, except that either party may assign these Terms and Conditions without such consent:
(i) to a parent, subsidiary, or affiliate,
(ii) in connection with a merger, reorganization, or sale of all or substantially all of its assets or equity,
provided that the assigning party gives prior written notice to the other party and the assignee agrees in writing to assume all obligations under the Master Service Agreement (MSA) and these Terms and Conditions.

C. In the event that Client undergoes a change of control or is acquired by another entity, the Client’s successor or acquirer shall remain fully bound by the obligations set forth in the MSA and these Terms and Conditions without interruption. No assignment shall relieve the assigning party of any liability or obligation unless the non-assigning party expressly agrees in writing.

D. Any purported assignment or delegation in violation of this section shall be null and void. Left Brain may subcontract certain services to qualified third parties, provided it remains fully responsible for performance in accordance with these Terms and Conditions.

XLV. Entire Agreement

A. These Terms and Conditions, together with the Master Service Agreement (MSA), all rate sheets, attachments, exhibits, and any written amendments signed by both parties, constitute the entire and exclusive agreement between Left Brain and Client with respect to the subject matter herein. They supersede all prior or contemporaneous oral or written agreements, understandings, negotiations, promises, or communications, whether express or implied.

B. No terms, provisions, or conditions contained in any Client-issued purchase order, invoice, shipping document, or other document shall add to, modify, or vary the terms of these Terms and Conditions unless expressly agreed to in writing and signed by an authorized representative of Left Brain.

C. No course of dealing, usage of trade, or course of performance shall be used to interpret or supplement the terms of this Agreement. The headings in this document are for convenience only and shall not affect the interpretation of any provision.

D. Any amendment or modification of these Terms and Conditions must be in writing and signed by duly authorized representatives of both parties to be valid and enforceable.

XLVI. Survival of Obligations

A. The provisions of these Terms and Conditions that by their nature should survive termination, cancellation, or expiration of the Agreement shall so survive. This includes, but is not limited to, the provisions relating to:

Storage and removal of goods (Section V)
Limitation of liability (Section XI)
Claims and filing deadlines (Section XII)
Indemnification (Sections XXXI and related)
Payment and collection (Sections XXVII, XXVIII)
Warehouseman's lien (Section XIX)
Confidentiality (Section XL)
Intellectual property rights (Section XXXIV)
Governing law, dispute resolution, and jurisdiction (Sections L, LI)
Successors and Assigns (Section XLIV)

B. The continuing obligations of Client and Left Brain with respect to payment of fees, indemnification, limitation of liability, and legal enforcement shall remain binding and enforceable notwithstanding any termination or expiration of the Agreement.

XLVII. Waiver

A. No waiver by either party of any breach or default under these Terms and Conditions shall be deemed to be a waiver of any preceding or subsequent breach or default of the same or any other provision. No failure or delay by either party in exercising any right, power, or privilege under these Terms and Conditions shall operate as a waiver of such right, power, or privilege.

B. Any waiver of any provision of these Terms and Conditions must be in writing and signed by an authorized representative of the waiving party. A written waiver shall apply only to the specific instance for which it is given and shall not be construed as a continuing waiver.

XLVIII. Severability

If any provision of these Terms and Conditions, or the application thereof to any person or circumstance, is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be deemed severed from these Terms and Conditions. The remaining provisions shall remain in full force and effect and shall be interpreted to best effectuate the intent of the parties as expressed in the original provision to the fullest extent permitted by applicable law.

XLIX. Notices

A. All notices, requests, demands, consents, approvals, invoices, or other communications required or permitted under these Terms and Conditions must be in writing and shall be deemed duly given and effective:

When delivered personally;
When sent by nationally recognized overnight courier (e.g., FedEx, UPS), with proof of delivery;
When sent by certified mail, return receipt requested, postage prepaid;
When sent via electronic mail (email), provided that a duplicate copy is also sent via one of the above physical delivery methods within five (5) business days.

B. Notices shall be sent to the parties at the following addresses (or such other addresses as may be designated in writing):

If to Left Brain Logistics:

Left Brain Logistics, LLC
14460 Myford Road
Irvine, CA 92606
Email: legal@leftbrainlogistics.com

If to Client:
To the most recent address or contact information provided in writing to Left Brain by Client.

C. Notices shall be effective as of the date of delivery or the date delivery was refused.

L. Alternative Dispute Resolution

A. In the event of any dispute, claim, or controversy arising out of or related to these Terms and Conditions, the Master Service Agreement (MSA), or the services provided by Left Brain, the parties agree to first attempt in good faith to resolve the matter through informal negotiations between executive-level representatives of each party. If the matter is not resolved within thirty (30) days of the initial written notice of the dispute, the parties shall proceed to non-binding mediation.

B. Mediation shall be conducted in Orange County, California, under the Commercial Mediation Rules of the American Arbitration Association (AAA). Each party shall bear its own costs in connection with the mediation, and the fees and expenses of the mediator shall be shared equally.

C. If mediation fails to resolve the dispute within sixty (60) days, either party may elect to pursue final and binding arbitration in Orange County, California, pursuant to the AAA Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or, if the parties cannot agree, appointed by the AAA. For claims in excess of $1,000,000, three (3) arbitrators shall be appointed.

D. The arbitrator(s) shall have the authority to award legal and equitable relief, but shall not have the authority to award punitive damages or attorney fees unless expressly provided by statute or otherwise agreed in writing. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

E. Notwithstanding the foregoing, either party may seek equitable relief, including temporary restraining orders or preliminary injunctions, in a court of competent jurisdiction to preserve the status quo or prevent irreparable harm.

LI. Governing Law and Jurisdiction

A. These Terms and Conditions, the MSA, and any disputes arising thereunder shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles.

B. Subject to the Alternative Dispute Resolution provisions in Section L, the parties hereby submit to the exclusive jurisdiction of the state and federal courts located in Orange County, California, for any suit, action, or proceeding arising out of or relating to these Terms and Conditions or the MSA.

LII. Counterparts

A. These Terms and Conditions may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument

B. Signatures exchanged by scanned PDF, or electronic transmission (e.g., DocuSign or PandaDoc), email, facsimile, or pen-to-paper shall be fully binding and deemed original signatures for all purposes.

LIII. Headings

A. The headings and captions contained in these Terms and Conditions are for convenience of reference only and shall not be deemed to limit, define, or interpret the scope, intent, or meaning of any provision of these Terms and Conditions.

LIV. Precedence of Documents

A. In the event of a conflict between the provisions of these Terms and Conditions and the provisions of the Master Service Agreement (MSA), the provisions of the MSA shall control.

B. Any additional or conflicting terms contained in any purchase order, bill of lading, shipping instruction, correspondence, or other document issued by the Client, whether before or after the execution of the MSA or these Terms and Conditions, are hereby expressly rejected unless expressly accepted in writing by Left Brain.

C. No course of dealing, course of performance, or usage of trade shall modify or supplement any terms herein.

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