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.
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Working with Amazon and their accounts.
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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:
-
Automated API access to their selling account(s) (ie. Amazon’s
SP-API)
-
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:
-
Configuration and Management of FBA Service settings
-
Creating, editing, and deleting:
- Product listings
-
In-Bound FBA (Send to Amazon) Shipments
-
Dealing with In-bound Performance alerts.
- etc…
-
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.
-
Client agrees to be responsible for maintaining:
-
an Amazon Professional Sellers account that allows EZP's API
Tools to access their account.
-
an active Amazon seller account in good standing at all times.
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Full Shipping & Listing rights and abilities with Amazon
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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… .
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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.
-
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.)
-
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.
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Extension Product Access & Order information
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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 ).
-
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.
-
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.
-
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.
-
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.
-
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.
-
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.)
-
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.
-
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.
-
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.
-
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.
-
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:
- Keepa
- Can-i-List-It
- BooksAnalyzer
-
Amazon Order History Reporter (AZAD)
- etc…
-
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.
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Shipments:
-
Outgoing Shipment(s)
-
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…!
-
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.
-
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.
-
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.
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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.
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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.
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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.
-
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.
-
Amazon Inbound FBA Shipments
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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.
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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.
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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.
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Incoming Shipments
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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.
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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..
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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.
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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.
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Billing & Payments:
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Client agrees to authorize recurring billing for any and all active
Subscriptions to their provided other payment method or
account(s).
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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.
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Any other services, items, meetings, Prepping credits included in a
subscription and other Subscriptions are also non-refundable.
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Client Agrees that not using EZP services or systems is not a valid
reason for a refund or charge-back.
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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.
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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…
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Any alternative payment /refund arrangements are completely at the
discretion of EZP. Reasonable requests are always
reviewed.
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EZP does not tolerate fraudulent Chargebacks.
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Clients will be responsible for any fraudulent charge-backs, and
their related fees.
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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”.
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In any fraudulent ChargeBack event, EZP may still use other legal
methods to resolve the situation with the Client.
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Service Level Agreement(s)
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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.
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Service Fees
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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.
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The Monthly Service Fee
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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…
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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:
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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”.
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Additional “Prep” Fees:
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Extended Repair
If an item requires extended repair, more time to attempt to
get the book to a sellable state.
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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…)
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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 )
|
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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:
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Client releases EZP from all claims related to these items.
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Reimburse or Pre-Pay EZP for any related expenses that EZP may incur
related to shipment
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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.
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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.
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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..
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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.
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Failure to Pay Provisions (Delinquent Accounts)
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If the Client has any unpaid past due invoices, the Client agrees EZP
may do one or all of the following:
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Delay any Processing, Cleaning, Prepping, and or Shipping for any of
the Client's items.
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Restrict the Client's account permissions and abilities and/or access to any of
EZP's services.
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Stop providing any services to Client
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Use Debt Collection services to collect payment
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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.
-
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.
-
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.
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Cancellation and Disposal:
-
The Time frames to trigger these and other actions are specified
below.
-
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.
-
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.
-
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 the Client. This could
involve selling, donating, destroying, or otherwise handling the
inventory, as EZP sees fit.
-
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.
-
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.
-
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.
-
EZP needs a minimum of 1 week's notice to cancel the
account.
-
If Client Cancels, and EZP is still processing Client books or
holding Client inventory additional fees may apply.
-
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..
-
EZP’s Acceptance of Client mail from the US Postal
Service™ requirements:
-
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.
-
Client authorizes EZP's contracted service provider(s) to verify
Client's information as needed.
-
Client authorizes EZP to share Client's subscription &
payment status with the US Postal Service to fulfill EZP's US
Postal Service requirements.
-
Client's responsibilities to continue or to start receiving mail
services at EZP's address are the following.
-
Client agrees to comply with all Postal Service regulations.
-
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.
-
Please note the following concerning EZP's reception of
Client's mail and other delivered items.
-
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.
-
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.
-
All received items will be governed by these terms and conditions,
including but not limited to their storage, abandonment, and automated
disposal.
-
All mail delivered to EZP will require new postage when re-deposited
in the mail.
-
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.
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Prohibition on Use of Company Address
-
Unauthorized Use: Clients are expressly prohibited from using the Company’s
physical address as their primary place of business or registered
address for any purpose, including but not limited to:
-
Forming or registering corporations or other business entities with
any governmental agency.
-
Obtaining sales tax certificates or other licenses with any
governmental agency.
-
Listing the Company’s address on any business documentation,
marketing materials, websites, or correspondence.
-
Consequences of Unauthorized Use: Any client found to be in violation of this provision will be
subject to the following actions:
-
Immediate termination of services without refund.
-
Legal action to recover any damages or costs incurred by the Company
as a result of the unauthorized use.
-
Notification to relevant authorities and regulatory bodies about the
unauthorized use of the Company’s address.
-
Client Responsibility: Clients are responsible for ensuring their compliance with this
clause and must use their own legitimate business address for all
official and commercial purposes.
-
Indemnification: Clients agree to indemnify and hold harmless the Company, its
officers, directors, employees, and agents from and against any and
all claims, damages, losses, liabilities, costs, and expenses
(including reasonable attorneys' fees) arising out of or in
connection with the client’s unauthorized use of the
Company’s physical address.
-
Notice and Rectification: If the Company becomes aware of a client’s unauthorized
use of its address, the Company will provide written notice to the
client. The client must rectify the unauthorized use within ten (10)
business days of receiving such notice. Failure to do so will result
in the actions described in Section 2 of this clause.
-
EZP only provides the services listed above and will not be
responsible for providing any other services.
-
The Client and EZP agree that EZP is not responsible for:
-
Client’s Suppliers, Products and their Authenticity, Safety
& Legality.
-
Client’s Products & Inventory
-
Client’s Orders’ returns, refunds, replacements,
placement
-
Client’s Actions & Decisions or lack of
-
Client Product Pricing, Sales. Restrictions or Gating
-
Client Success or Failure
-
Client Quality Control, Reviews, Feedback
-
Client’s Marketplace Statuses, Performance Indicators, Fees,
Subscriptions, Cases
-
Client’s Accounting, Financials, Bookkeeping, Record Keeping,
Reports
-
Client’s Taxes, Fees, Regulations
-
Any Marketplace Policy, Rule, Action, Changes, Settings, Preferences,
etc…
-
Marketplace Over/UnderStocking or Over/UnderCapacity Limits
-
Any claims against the Client
-
The Client agree that EZP is NOT the shipper of record and is NOT
responsible for:
-
Shipping information (Tracking #, Labels, addresses, Postage,
documents, etc…)
-
Shipment Rerouting, Repackaging, Redistribution, Reshipping
-
Shipping Delays, Damage, Errors, Mis-Handling or Mis-Processing
-
Non-Delivery, Errors in Delivery, Location, Timing or otherwise…
-
Mismatched Shipments and or their Contents and Labeling
-
Lost items, shipments, Boxes, Contents, etc…
-
Postage, Carrier, special handling or any other Fees
-
Insurance or losses due to missing/inadequate Insurance
-
any fines, fees or Customs and Regulatory Compliance
-
Item “Drop Off” Delays, Errors, inability to Track,
and/or Related Refunds
-
Carrier, Seller, Carrier, Driver, etc…
-
Package, Pick-up Errors
-
Strikes, or other unforeseen events
Client Responsibilities
The Client is solely responsible for conducting thorough due diligence
and verification of its suppliers to ensure that all products provided
are authentic and legal. The Client shall maintain appropriate records
and documentation to substantiate the authenticity of its products and
shall cooperate fully with EZP in the event of any counterfeit related
claims. The Client shall promptly notify EZP of any known or suspected
counterfeit products and take all necessary actions to mitigate any
potential harm or liability to EZP.
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, revenue, inventory, data or use, including 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.
(for Clarification)
Indemnification clause Includes any related Counterfeit & copyright
infringement Claims
The Client agrees to indemnify, defend, and hold harmless Easy
Book Prep (a dba of Rispent, LLC), its affiliates, officers,
directors, employees, and agents from and against any and all claims,
liabilities, damages, losses, costs, or expenses (including reasonable
attorneys’ fees) arising out of or related to any counterfeit
claims related to the client’s products or services provided by
the Client. The Client acknowledges that it is solely responsible for
vetting and verifying its suppliers to ensure the authenticity and
legality of any products sent to EZP.
While EZP may offer counterfeit checking services as an additional
layer of protection, the Client understands and agrees that such
services are provided without any guarantees or warranties, express or
implied, regarding the detection or prevention of counterfeit products.
The Client agrees that EZP is and shall not be liable for any failure to
detect, manage, or properly and timely handle potentially counterfeit
and counterfeit products through any of its services.
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.
Exception to Maximum Liability:
Notwithstanding the above Maximum Liability imitation 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.