Master Service Agreement

Client acknowledges that Prijana operates a small-scale or growth-stage warehouse operation and that Services shall be performed using commercially reasonable efforts. Operational throughput, staffing allocations, dock availability, storage availability, system resources, and service levels may be adjusted from time to time based on Client's volume, product mix, seasonality, labor availability, facility constraints, carrier performance, force majeure events, and the needs of Prijana's overall operations.

Unless expressly stated in a signed schedule, quote, or statement of work, no guaranteed minimum throughput, guaranteed dock appointment availability, guaranteed same-day processing, or guaranteed storage allocation is provided.

All inventory, products, materials, packaging, components, and other property belonging to Client or shipped on Client's behalf (collectively, "Inventory") shall always remain the sole property of Client. Except to the extent caused by Prijana's gross negligence or willful misconduct, Client bears all risk associated with the nature, condition, marketability, expiration, deterioration, packaging, legality, merchantability, and fitness of Inventory.

Prijana does not take title to Inventory and is not responsible for insuring Inventory unless expressly agreed in writing.

Client shall pay the fees set forth in the applicable quote, rate card, statement of work, onboarding schedule, or written email approval between authorized representatives. Unless otherwise agreed in writing, pricing may include charges for inbound handling, storage, order processing, picking, packing, labeling, returns, value-added services, materials, labor, software access, integrations, account support, freight coordination, and third-party pass-through costs.

Prijana may revise standard rates upon at least 30 days' prior written notice for future Services, except where a signed quote or schedule fixes pricing for a stated term.

Client shall provide advance shipment information for all inbound Inventory, including carrier tracking numbers, expected quantities, and product details. Prijana performs a visual count check at receipt. Discrepancies must be reported to Client within 48 hours of receipt confirmation, and Client must respond within 48 hours of Prijana's notice.

Prijana is not liable for damage or shortage caused by the carrier, improper packaging by Client, or pre-existing damage. Client is solely responsible for compliance with all applicable laws, labeling requirements, and import/export regulations for the Inventory.

Orders are fulfilled during normal business hours in the order received, subject to capacity. Prijana will make commercially reasonable efforts to process orders within agreed turnaround times. Rush or same-day processing may be available for additional charges where capacity permits.

Client is responsible for the accuracy and completeness of order data transmitted to Prijana's platform. Prijana is not liable for fulfillment errors caused by incorrect or incomplete order information.

Storage is provided on a space-available basis at rates agreed in the pricing schedule. Prijana will take commercially reasonable precautions to maintain Inventory in the condition received, but is not responsible for damage caused by the inherent nature of the goods, vermin or pests beyond Prijana's reasonable control, or Acts of God.

Inventory inactive for 90 or more consecutive days, or Inventory belonging to a suspended or terminated account, may be subject to additional holding fees or disposal upon 14 days' notice to Client.

Prijana will process returns according to Client's written instructions (restock, quarantine, dispose, or return to Client). Without instructions, Prijana may quarantine returns pending direction. Returns processing is billable per the agreed rate schedule.

Prijana is not responsible for the condition of goods returned by end customers. Inspection and final disposition decisions are Client's responsibility. Restocking fees apply for items that require re-evaluation.

Prijana coordinates outbound shipping through integrated carrier partners. Client authorizes Prijana to select carriers and services on Client's behalf unless specific carrier instructions are provided in writing. Carrier rates are passed through at cost or at negotiated rates as agreed in the pricing schedule.

Prijana is not liable for carrier delays, lost or damaged shipments after handoff to a carrier, or customs delays. Claims for carrier loss or damage must be filed directly with the carrier. Prijana will provide reasonable assistance with the claims process upon written request.

Invoices are issued on the agreed billing cycle. Payment is due within 15 days of the invoice date unless otherwise agreed in writing. Accounts more than 30 days past due may accrue a late fee of 1.5% per month (18% per annum) on the outstanding balance.

Prijana reserves a warehouseman's lien and security interest in all Client Inventory for all unpaid charges. Prijana may withhold release of Inventory and suspend services until outstanding balances are paid in full. A minimum monthly activity fee may apply as specified in the client's rate schedule.

Disputed invoice amounts must be raised in writing within 15 days of the invoice date. Undisputed amounts remain due. Client may not offset disputed amounts against undisputed balances without Prijana's written consent.

Either party may terminate the service relationship with 30 days' written notice. Prijana may terminate immediately upon Client's material breach (including non-payment), Client's insolvency or bankruptcy, or if Client's Inventory poses a legal, safety, or reputational risk to Prijana.

Upon termination: (a) all outstanding invoices become immediately due; (b) Client must arrange removal of Inventory within 15 business days; (c) Inventory not removed within 30 days of termination may be subject to disposal at Client's expense. Prijana's lien rights survive termination until all amounts are paid in full.

Client retains all rights to its trademarks, brand materials, product designs, and proprietary information. Prijana retains all rights to its platform, software, processes, and operational know-how. Client grants Prijana a limited license to use Client's branding solely as necessary to provide the agreed services.

Each party agrees to hold the other's non-public business information, pricing, client data, product information, and operational details in strict confidence, and not to disclose or use such information for any purpose other than fulfilling obligations under this Agreement. This obligation survives termination for two (2) years.

Exceptions apply where disclosure is required by law, court order, or regulatory authority, provided the disclosing party gives prompt written notice (to the extent permitted by law) and cooperates with any protective order sought by the other party.

Client represents and warrants that:

• •It has full authority to enter into this Agreement and to ship Inventory to Prijana
• •All Inventory is legal, properly labeled, and compliant with applicable federal, state, and local laws
• •Client holds all required licenses, permits, and certifications for its products
• •Inventory does not infringe any third-party intellectual property rights
• •Client will provide accurate ASNs, order data, and product information

To the maximum extent permitted by applicable law:

• •Prijana's total aggregate liability for any claim shall not exceed the total fees paid by Client in the three (3) months preceding the event giving rise to the claim.
• •Prijana is not liable for any indirect, incidental, consequential, punitive, or special damages, including lost profits, lost sales, or business interruption.
• •Prijana's liability for loss or damage to Inventory is limited to the lesser of actual documented replacement cost or $0.50 per pound, unless a higher declared value is specifically agreed and insured in writing.
• •These limitations apply regardless of the theory of liability (contract, tort, strict liability, or otherwise).

Client shall defend, indemnify, and hold harmless Prijana and its members, employees, agents, and subcontractors from any third-party claims, losses, damages, and expenses (including reasonable attorneys' fees) arising from: (a) Client's products; (b) Client's breach of this Agreement; (c) Client's negligence or intentional misconduct; or (d) end-customer claims relating to Client's products or brand.

Prijana shall indemnify Client from third-party claims arising from Prijana's gross negligence or willful misconduct, subject to the liability cap in Section 17.

Client is encouraged to maintain appropriate cargo/product insurance covering its Inventory while in Prijana's possession. Prijana maintains general liability and property insurance covering its facility and operations. Prijana is not liable for Inventory losses beyond the limits set in Section 17 unless additional declared-value coverage is agreed in writing and the applicable premium is paid by Client.

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-laws principles.

The Parties shall first attempt in good faith to resolve any dispute through executive-level negotiation. Any dispute not resolved within 30 days after written notice of dispute shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in Chester County, Pennsylvania, and judgment on the award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, Prijana may seek temporary injunctive relief, enforcement of its lien rights, possession-related remedies, or collection of unpaid amounts in any court of competent jurisdiction.