Prep Service Agreement

In this agreement, that is incorporated into the primary Terms and Conditions Document, the term "EZP" shall refer to and be synonymous with Easy Book Prep (a dba of Rispent, LLC) “the Company” providing "Easy Book Prep Sites and Services", and the terms "Client" or "Customer" shall refer to and be synonymous with the individual or entity receiving or consuming such Services of EZP. Throughout the document, these designations will be used interchangeably to denote the respective parties involved, namely EZP and the Client.

1. Working with Amazon and their accounts.

1. Clients authorize EZP and EZP's tools to access their Marketplace’s Selling Account(s) to be able to fulfill EZP's services. This includes but is not limited to:

1. Automated API access to their selling account(s) (ie. Amazon’s SP-API)
2. Limited Staff access to their selling account(s) (ie. Amazon’s Seller Central) as per the access and subscription/Service Client subscribe to and with the access, Client grant to EZP via the Marketplaces User settings, which may include:

1. Configuration and Management of FBA Service settings
2. Creating, editing, and deleting:

1. Product listings
2. In-Bound FBA (Send to Amazon) Shipments
3. Dealing with In-bound Performance alerts.
4. etc…

3. Client agrees, that the Client is still fully responsible for their account(s) and account settings and are fully responsible for all and any actions in their account, even if EZP have some level of access to it.

2. Client agrees to be responsible for maintaining:

1. an Amazon Professional Sellers account that allows EZP's API Tools to access their account.
2. an active Amazon seller account in good standing at all times.
3. Full Shipping & Listing rights and abilities with Amazon
4. Approved and Active SP-API access their seller account

EZP will inform Client when EZP's ability to perform any contracted service is affected, but it will be the responsibility of the Client to resolve such issues. Failure to maintain any of the above requirements may limit EZP's ability to provide one or more services, but it does not remove any of the Client’s responsibilities including due payment as per their contract.  It does not cancel any of the related services nor may it be used as grounds for a refund, it may actually incur additional Charges, by causing additional work, storage, etc… .

3. Amazon constantly adjusts/changes their platform and websites, Client will not hold EZP liable for such announced/unannounced changes and their effects and agree to report and give EZP the time necessary to make the needed adjustments to their systems.

1. It is possible that any changes made by Amazon may dramatically change EZP's ability to provide any particular aspect of the service.  EZP may discontinue some part of its services at any time. Client accept this risk and is willing to accept these changes in EZP's services. (just because it worked before does not mean it will always work that way.)

4. Client additionally releases and indemnifies EZP of any and all liability that EZP's interaction with any Marketplace, (including Amazon) may generate cause or result in.  Client releases EZP of all liability in all its forms including but not limited potentially lost sales, Amazon Account Status or any other collateral effects/outcomes related to any Marketplace, their related accounts and inventory.

2. Extension Product Access & Order information

1. Prep. Center may also provide a browser extension with its service, to modify and extract Client information from Amazon.com and possibly other marketplaces (aka. Client’s Buyer Account ).
2. Clients authorize EZP and EZP's extension(s) to access and store order information on the Marketplace’s site and service which Client purchases from.

1. Using software tools EZP will attempt to access and save their marketplace orders to be able to assist EZP's Clients in their order tracking.
2. The extension accesses their browser page(s) and acts with site/marketplace/account for the sole purpose of collecting and downloading their Orders to be able to eventually import them in EZP's system.
3. Client understands that the Marketplace is the one that holds this Order information. If marketplace in any way restricts EZP's ability to access this data or marketplace fails to provide or blocks such information, it is the full responsibility of the Client to provide it by other means.
4. EZP will do EZP's best to keep the order collection tools working but since EZP do not control the data source, EZP do not guarantee that the tools will always work, and EZP may decide to either fully or partially remove any order collection service and/or the support for such tools.
5. Client also understands that EZP may integrate with 3rd party tools and services to help gather this data. It is the Client's responsibility to contract  with, install/purchase/activate on their own accord with any of these 3rd Party tools if Client decides to use them.)

3. Client understands that any and all order data may be downloaded and that it will include all orders for the accessed account as controlled by the marketplace, even if the order was not intended for the EZP.  EZP’s tools will try to filter them out before adding them to the Client’s order Data, but this filtering is dependent on the Marketplace providing correct data to be able to filter the items appropriately. Clients will be able to manually mark orders as “Do Not Import” which will prevent the order from appearing in the system.
4. Client agrees that each marketplace (ie. Amazon) controls if and how this Data is provided and downloaded from their platform and that EZP’s tools are to assist in getting this data as possible, but it is NOT EZP’s Responsibility to collect such Data.
5. Client understands that it is the Clients responsibility to provide and verify any and all Order information provided to the system/Prep. Center. Even if EZP provides various tools to simplify the acquisition or entering in this data to the system programmatically and/or manually, it is understood that these tools may contain bugs and/or may cease to work at any time.
6. Client understands that other extensions and Security Software may interfere with the proper operation of EZP tools and Services, Client may need to remove/disable them if deemed incompatible with EZP tools.
7. Client understands that EZP’s Extension was built to interact, modify & move other extensions information, charts, etc… to improve their usability. Client assumes all Risks related to the interactions of the extensions and their potential effects.
   Extensions like:

1. Keepa
2. Can-i-List-It
3. BooksAnalyzer
4. Amazon Order History Reporter (AZAD)
5. etc…

8. Client understands that the original Developers of these other tools are still responsible for any information and maintenance, and errors of these extensions, and will not hold EZP accountable for anything related to them.  EZP will be solely responsible for providing a way to disable EZP’s interaction(s) with each extension to be able to isolate the tool.
   

3. Shipments:

1. Outgoing Shipment(s)

1. Once the items are picked up by the partnered Carrier, the Carrier is the responsible party for the shipment, even if the Carrier does not Scan the item(s) upon pickup.  The EZP only needs to provide a proof of shipment, of any order shipped.  Any lost/misplaced items are the responsibility of the carrier and possibly the shipper of Record which is not EZP.  EZP is not liable in the event of any Lost, delayed, mishandled or miss processed, either by the Carrier, Seller, Carrier, Driver, etc…!
2. Client will always provide a pre-paid shipping label for any items that Client wants EZP to ship.  Client may use the service Carrier and any potential Insurance that Client would want, as long as these carriers either normally pickup at EZP's location or Client included and paid for the appropriate pickup service fee for Client package at EZP's location, and does not require any out of the ordinary service or requirements from us, (ie. After business hours pick-ups.)  EZP is not responsible for any outgoing shipment fees, nor will EZP pay any additional fees that Client shipments may generate.
3. Our Service is limited to pack and ship out the item(s) with the provided label. EZP is not responsible for following any additional instructions provided with or on the label that Client provides.  The Client is fully responsible for verifying that the label is correct, with the correct postage, fees, services, insurance and meets the Client’s and carrier's requirements for the said package. The Client is responsible for reading and complying with these instructions prior to providing EZP the label, and assumes all risk related to the shipment and use of the provided label.
4. It is understood that EZP may use a used box with a minimum Edge Crush Test(ECT) of 26+ lbs/in or a padded envelope in acceptable or better condition to ship.  If any other type of packaging is required by the Client, special arrangements need to be made and will incur an additional fee.
5. In the rare case that EZP agrees to provide any additional service(s), including but not limited, to providing a Prep-Paid label, EZP may not be held liable for any loss or mishandling of the shipment.

1. The Client also agrees to cover any additional fees, fines, etc.. (including any shipping, processing, and packing fees) that said packages may incur or cause.
2. The Client agrees to assume all risk of loss, and if any additional services are requested or required from the EZP, the Client will compensate EZP for said services.
3. EZP does not offer any type of Insurance on any shipping.  Especially if EZP generates any type of prepaid label, so the Client agrees to assume all risks.
   

6. Amazon Inbound FBA Shipments

1. Client authorizes the EZP to create In-bound shipments with one of the authorized partnered carriers (UPS, etc…) and to approve the required shipping fees to ship the items to Amazon to be billed by Amazon account as defined by Amazon’s systems.
2. The Client authorizes  EZP to approve any inbound shipping fees for them that Amazon may bill for the Client’s inbound shipments. This may include any additional services that the Client has defined in their Marketplaces settings.  EZP is not responsible for the correctness of these fees nor is it required that the EZP verify the information with the Client before approving such fees.
3. Client understands if they use an Amazon Partnered Carrier Shipments, Amazon is the shipper of record, and any questions concerning the shipments status or any claims can only be answered or resolved by Amazon.
   

2. Incoming Shipments

1. The Client is responsible for making sure that all items shipped to EZP's location(s) have been properly shipped with no due amounts upon delivery.  EZP will not cover any missing postage, and the item will be held by the Carrier under their policies and procedures.
2. When possible EZP will provide the Client with the pending amount due, the tracking # and a picture of the shipping label, as available. EZP does not guarantee how long the carrier will hold the package or return it to the seller, so EZP highly recommends the Client resolve this information as quickly as possible..
3. Orders should arrive together in a single separate package, as much as possible. Having to group, combine and/or separate packages, items, sets and/or orders is complicated and error prone and might generate additional service fees and make it complicated to verify all received items.
   Clients assume all risks and complications, and losses or additional work or charges caused by orders that are delivered in multiple separate or combined packages.  

4. Inventory:
   Books left at the EZP for an extended amount of time, may incur additional Costs & services.  Auto-Inventory Recovery Action(s), Disposal, etc.  Furthermore Client releases EZP from any liability for any book that has been at the EZP for more than 120 calendar Days. So Client will be sure to resolve any issues that are keeping items at the warehouse as soon as possible.
   
5. Billing & Payments:

1. Client agrees to authorize recurring billing for any and all active Subscriptions to their provided other payment method or account(s).
2. All Subscription fees are non-refundable. Client will make sure that the Client will use the service upon signing-up.  This includes late cancellation notices or when accounts automatically become active again after it has been on hold, as per the hold agreement, if EZP were not told to cancel before the resumption date of the account.
3. Any other services, items, meetings, Prepping credits included in a subscription and other Subscriptions are also non-refundable.
4. Client Agrees that not using EZP services or systems is not a valid reason for a refund or charge-back.
5. If Client believes that they were unjustifiably charged and would like a refund, Client will contact EZP, and EZP will investigate the possible issue of a refund, EZP ask for 1 full week Business days to review Client request.
6. All refund requests must be made to EZP's support@easybookprep.com or at EZP's support portal (https://support.easybookprep.com)!  Do NOT email, any other email address. Do NOT use social media, text, phone, voicemail, chat, etc…
7. Any alternative payment /refund arrangements are completely at the discretion of EZP.  Reasonable requests are always reviewed.
8. EZP does not tolerate fraudulent Chargebacks.

1. Clients will be responsible for any fraudulent charge-backs, and their related fees.
2. If the Client decides to “claw back” any legitimate and correct payment via any method, including any type of  “ChargeBack”, EZP will take immediate steps to ensure that an equivalent payment amount would be available in physical inventory at EZP's location.  Including any fees that EZP may have incurred in relation to the “Claw Back”.
3. In any fraudulent ChargeBack event, EZP may still use other legal methods to resolve the situation with the Client.

6. Service Level Agreement(s)

1. If EZP confirm the receipt of an item and are late on processing it so that it can no longer be refunded (min period of 30 days) by the seller, Client agrees, EZP may refund the prep fee and process the item for free but EZP is not liable to pay for the cost of that item in any way.

7. Service Fees

1. Our primary service fees are defined by Client's contracted subscription:
   NOTE: Not all plans are the same, so Client will be sure to review & select the appropriate plan’s for their use.

1. The Monthly Service Fee
2. Success Plans may include one or more of the below services.  No subscription will cover all possible service Fees, particularly Storage fees and any additional processing services such as but not limited to additional “Extended Repair”, automated Inventory management services or meeting(s), etc…

2. The fees listed below are the applicable fees for any items not specifically stated as included in the Client’s subscription.  Some fees are never included in a Subscription plan and are always billed separately:

1. Storage Fee(s):
   Storage Fees are billed monthly for book(s) at EZP for an extended period of time.
   Storage fees may be charged with & without an active subscription at different rates.  Any and all items at EZP's facilities may generate Storage Fees.  This includes but is not limited to  “Pending Client Review” and Items “Received w/ No Order”.
2. Additional “Prep” Fees:

1. Extended Repair
   If an item requires extended repair, more time to attempt to get the book to a sellable state.
2. Boxed Sets                - (see below & Extended Repair)
   The processing of any “Boxed Set” will automatically incur an additional fee.  These Boxes are normally damaged and require extended repair time to get them to a good sellable state. (Assuming that they can be reconstructed…)
3. Any bundled, Set, or Multi-Volume item
   These items, that have more than 1 “sub-item” in the “sellable item” will ‘consume’ more than one “prep credit”.
   As these items require, more time for receiving, verification, repair, and prep. They also require more Processing materials, labels and packing materials; but most of all they complicate the prep process as they are multiple items and may arrive in multiple shipments requiring separate processing and grouping them. Using the following schedule:

# of items	Prep Cost
2 - 4	2 x Prep Cost
5 - 7	3 x Prep Cost
8 +	(4 +  ⅓(Qty-8)) x Prep Cost Subtract Qty by 8, then Divide by 3, round up, then Multiply by 4 (ie. 16 items would be a total of 7 x Prep Cost )

4. Creating Pre-Paid Shipping Labels
   Clients should always provide Pre-Paid shipping labels, but if EZP ever creates a pre-paid label for the Client, the Client agrees to the following:

1. Client releases EZP from all claims related to these items.
2. Reimburse or Pre-Pay EZP for any related expenses that EZP may incur related to shipment
3. Understand and approve that EZP only creates Domestic Media Rate shipping labels for books and basic 1st Class Regular postage, WITHOUT ANY type of Insurance.
4. If the Client needs EZP to do anything else related to the shipment, the Client will pay EZP by the hour,  plus any used materials, as needed. This includes Package Tracking, Researching, any carrier issues/delay or lost package issues.
   

5. Item Drop-Off(s)
   Dropping off items at any location. This includes but is not limited to dropping off items at UPS Stores to return an item.
   To prevent these fees, always choose to return Client items with a UPS or US Postal Service Prepaid Label.  Any return info page that only has a 2D (square) Barcode, like a QR Code. will most likely incur this fee and delays..

1. Also note that these items have other undesired issues, like delays, and not being able to be tracked after being dropped off. The Client releases EZP from all claims related to these items.

3. Failure to Pay Provisions (Delinquent Accounts)

1. If the Client has any unpaid past due invoices, the Client agrees EZP may do one or all of the following:

1. Delay any Processing, Cleaning, Prepping, and or Shipping for any of the Client's items.
2. Restrict the Client's account permissions and abilities and/or access to any of EZP's services.
3. Stop providing any services to Client
4. Use Debt Collection services to collect payment
5. At EZP’s sole discretion, EZP may select and convert/claim any of the Client’s inventory items into a form of payment to cover any potential outstanding invoices.

1. The amount that will be credited to the invoice for each selected item claimed will be equivalent to 80% of the Purchase Price that the Client paid for that item.  EZP may choose not to accept any of the Client's inventory items as valid compensation as payment.
2. If there are no acceptable items available for payment at EZP’s control/location(s), EZP may “claw back” any and all inventory that the Client may have at any Marketplace, such as Amazon.  NOTE: Any Marketplace Fees that may be incurred by clawing back this inventory would be the responsibility of the Client.
   

8. Cancellation and Disposal:

1. The Time frames to trigger these and other actions are specified below.
2. EZP reserve the right to dispose of any and all of a Client’s inventory of a canceled Client’s books if the Client is unresponsive or does not give clear directions and the items/access necessary to complete the specified action, after attempting to contact the Client via their provided contact information. The typical actions are to either send the Items to a Marketplace (that EZP have access to; ie. Amazon FBA), to ship the items to a location of their choosing(Client must provide pre-paid shipping labels for each box after items are packed), or to Dispose of their items.
3. EZP reserves the right to cancel the Client’s accounts if delinquent after specified amount of time and possibly dispose of books left at the EZP if the Client fails to provide payment and remains as a canceled Client, all canceled Client provisions would apply.
4. Client agrees that disposing of any items includes the transfer of Ownership of the disposed item to EZP, so that they can "dispose of these unwanted inventory in a commercially reasonable manner" that would not generate additional fees to he Client. This could involve selling, donating, destroying, or otherwise handling the inventory, as EZP sees fit.
5. If EZP receives books or any other item(s) for a canceled Client, EZP may either receive the items as payment for outstanding amounts, or inform & invoice the Client for receiving and handling items.  Clients may request additional services for more information or individual book grading or further Prep, if desired. The Client understands full payment of any outstanding invoices must be made for any further processing. Items will be in “as received” condition unless additional services are requested.  Prep is not responsible for carrier services, including mishandling or loss of the package(s)/item(s), by their chosen carrier.   If a canceled Client fails to respond to EZP's requests, and abandons these or any other items at EZP for the specified # of days after cancellation or reception of these items, the Client agrees that Items should be disposed.  
6. If EZP decides to store the Clients items beyond the abandonment Date, at EZP’s sole discretion, EZP may charge Storage Fees.  For canceled Client’s this starts on the effective cancellation Date.
7. Billing and subscription charges may not be canceled until the Client completes the cancelation process properly and entirely. Additional Pro-Rated Fees may apply if the cancellation process is delayed by Client’s actions.
8. EZP needs a minimum of 1 week's notice to cancel the account.
9. If Client Cancels, and EZP is still processing Client books or holding Client inventory additional fees may apply.
10. EZP reserves the right to remove Data from their system as early as 30 days from cancellation, or when an unresolved delinquent account is canceled..
    

9. EZP’s Acceptance of Client mail from the US Postal Service™ requirements:  

1. In order to fulfill post office regulations, (since EZP receives packages for 3rd parties) Client will need to present Identification Documents.  Depending on Client's location, it may be necessary for Client to complete a notarized USPS PS Form 1583 in order for EZP to receive Client mail from the US Postal Service™.  Failure to do so may cause EZP to deny any or all of Client mail or generate Postage non-compliance fees which Client agrees to pay.  Failure to comply with this requirement will only limit EZP's ability to provide a contracted service, but will not cancel such service or the related fees.
2. Client authorizes EZP's contracted service provider(s) to verify Client's information as needed.
3. Client authorizes EZP to share Client's subscription & payment status with the US Postal Service to fulfill EZP's US Postal Service requirements.
4. Client's responsibilities to continue or to start receiving mail services at EZP's address are the following.

1. Client agrees to comply with all Postal Service regulations.
2. Any refusal or if Client fails to comply with these Postal Service regulations EZP will terminate Client's ability to use EZP's address to receive Client's mail.  Failure to comply with this requirement will only limit EZP's ability to provide a contracted service, but will not cancel such service or the related fees.

5. Please note the following concerning EZP's reception of Client's mail and other delivered items.

1. EZP is unable to refuse any of the Client's mail, as per postal regulations.   There are exceptions, like if Client is no longer an active Client in good standing.  
2. Once EZP receives Client's items, Client will either need to have an active subscription or cover out-of-subscription processing and or storage fees to handle or return any Client items.
3. All received items will be governed by these terms and conditions, including but not limited to their storage, abandonment, and automated disposal.
4. All mail delivered to EZP will require new postage when re-deposited in the mail.
5. Client agrees that EZP, can receive their mail and Process the received Items as per their active or previous EZP agreement, therefore any and all delivered items to EZP will be considered as delivered to the client. So only EZP’s retention and processing rules apply from that moment on.

10. EZP only provides the services listed above and will not be responsible for providing any other services.
    
11. The Client and EZP agree that EZP is not responsible for:

1. Client’s Suppliers and Products
2. Client’s Products & Inventory
3. Client’s Orders’ returns, refunds, replacements, placement
4. Client’s Actions & Decisions or lack of
5. Client Product Pricing, Sales. Restrictions or Gating
6. Client Success or Failure
7. Client Quality Control, Reviews, Feedback
8. Client’s Marketplace Statuses, Performance Indicators, Fees, Subscriptions, Cases
9. Client’s Accounting, Financials, Bookkeeping, Record Keeping, Reports
10. Client’s Taxes, Fees, Regulations
11. Any Marketplace Policy, Rule, Action, Changes, Settings, Preferences, etc…
12. Marketplace Over/UnderStocking or Over/UnderCapacity Limits
13. Any claims against the Client
    

12. The Client agree that EZP is NOT the shipper of record and is NOT responsible for:

1. Shipping information (Tracking #, Labels, addresses, Postage, documents, etc…)
2. Shipment Rerouting, Repackaging, Redistribution, Reshipping
3. Shipping Delays, Damage, Errors, Mis-Handling or Mis-Processing
4. Non-Delivery, Errors in Delivery, Location, Timing or otherwise…
5. Mismatched Shipments and or their Contents and Labeling
6. Lost items, shipments, Boxes, Contents, etc…
7. Postage, Carrier, special handling or any other Fees
8. Insurance or losses due to missing/inadequate  Insurance
9. any fines, fees or Customs and Regulatory Compliance
10. Item “Drop Off” Delays, Errors, inability to Track, and/or Related Refunds
11. Carrier, Seller, Carrier, Driver, etc…
12. Package, Pick-up Errors
13. Strikes, or other unforeseen events

Scope of Limitation:
In no event shall EZP, its officers, directors, employees, agents, or affiliates (collectively referred to as "Provider") be liable to the Client for any indirect, consequential, incidental, special, punitive, or exemplary damages, including but not limited to lost profits, lost inventory, lost data, or business interruption, arising out of or in connection with the services provided, whether such liability arises from breach of contract, tort (including negligence), or any other legal or equitable theory, even if Provider has been advised of the possibility of such damages.

Maximum Liability:
Client Agrees that the Provider's total liability for any claim arising out of or in connection with this agreement, whether in contract, tort, or otherwise, shall be limited to the total amount paid by the Client to Provider during the three (3) months preceding the date of the claim for services related to the claim.

Exceptions:
Notwithstanding the above, the limitation of liability set forth in above shall not apply to liability resulting from Provider's willful misconduct, gross negligence, fraud, or any other conduct that cannot be excluded or limited under applicable law.

Allocation of Risk:
The limitations of liability in this clause reflect the allocation of risk between the parties. The fees charged for the services under this agreement would be substantially higher if Provider were to assume unlimited liability for the matters covered by this clause.

Combined Effect of Clauses:
In the event that a particular subject matter or provision is addressed in more than one clause throughout this agreement, the cumulative effect of such clauses shall be considered additive. The repetition or duplication of topics does not serve to increase EZP's liability or obligations under this agreement. Instead, the combined effect is intended to provide a comprehensive understanding of the specified subject matter. Each clause, when addressing a common topic, is to be construed in harmony to achieve a complete representation of the parties' intentions without imposing additional liability on EZP.