Terms of Service

Prijana may provide any combination of the following services as agreed with each client:

• •Receiving inventory — container, pallet, carton, and parcel unloading
• •Put-away, storage, and inventory management
• •Pick and pack — B2B and B2C order fulfillment
• •Shipping coordination and label generation
• •Amazon FBA preparation and related prep work
• •Kitting, bundling, labeling, repackaging, relabeling, and rework
• •Returns processing and disposition handling
• •General labor and other value-added warehouse services
• •Access to Prijana's software platform, dashboard, integrations, and reporting tools

Prijana may use commercially reasonable subcontractors, carriers, software vendors, and service providers to deliver these services.

Prijana operates as a small-scale to growth-stage warehouse. All services are performed using commercially reasonable efforts. Operational throughput, staffing, dock availability, storage capacity, and service levels may be adjusted based on client volume, seasonality, labor availability, facility constraints, carrier performance, force majeure events, and the overall needs of our 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, and other property belonging to or shipped on behalf of the Client ("Inventory") remains the sole property of Client at all times. Prijana does not take title to Inventory and is not responsible for insuring Inventory unless expressly agreed in writing.

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, and fitness of Inventory.

Client pays fees as set forth in the applicable quote, rate card, statement of work, onboarding schedule, or written agreement. Pricing may include charges for:

• •Inbound handling and receiving
• •Storage (per pallet, bin, or shelf per month)
• •Order processing, picking, packing, and labeling
• •Returns processing and value-added services
• •Materials, labor, and freight coordination
• •Platform, software access, and integration fees
• •Third-party pass-through costs (carriers, customs, etc.)

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

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

Prijana is not liable for damage or shortage caused by the carrier, improper packaging by Client, or pre-existing damage to inventory. Client is 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 staffing and 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 ensuring order data transmitted to Prijana's platform is accurate and complete. Prijana is not liable for fulfillment errors caused by incorrect or incomplete order data.

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

Inactive or abandoned Inventory (no activity for 90+ days, or Client account suspended/terminated) may be subject to additional holding fees or disposal upon 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 from Client. Returns processing is billable per the agreed rate schedule.

Prices for returned goods to be restocked are subject to inspection fees. Prijana is not responsible for the condition of goods returned by end customers; inspection and disposition decisions are Client's responsibility.

Prijana coordinates shipping through integrated carriers. 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.

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.

Invoices are issued on an agreed billing cycle (weekly, bi-weekly, or monthly). Payment is due within 15 days of invoice date unless otherwise agreed. Accounts more than 30 days past due may be subject to a 1.5% monthly late fee and suspension of services until the balance is cleared.

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

Client is responsible for:

• •Providing accurate advance shipment notices (ASNs), product data, and order instructions
• •Ensuring all Inventory is legal, properly labeled, and compliant with applicable laws
• •Obtaining and maintaining all licenses, permits, and certifications required for their products
• •Providing timely direction on returns, inventory disposal, and any special handling requirements
• •Maintaining accurate account and contact information
• •Paying invoices within agreed terms
• •Indemnifying Prijana against third-party claims arising from Client's products or instructions

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. No license or transfer of intellectual property rights is granted except as expressly required to perform the services.

Client grants Prijana a limited license to use Client's branding solely as needed to provide the agreed services (e.g., applying labels, generating shipping documentation).

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

The collection and use of personal and business data is governed by our Privacy Policy. Prijana processes Client data solely to deliver the agreed services and will not sell or share Client data with third parties except as required to provide the services (e.g., passing shipping address data to carriers) or as required by law.

To the maximum extent permitted by applicable law:

• •Prijana's total cumulative liability for any claim shall not exceed the total fees paid by Client to Prijana 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 the actual documented replacement cost or $0.50 per pound, unless a higher declared value is agreed and insured in writing.

These limitations apply regardless of the theory of liability (contract, tort, strict liability, or otherwise).

Client agrees to defend, indemnify, and hold harmless Prijana and its employees, agents, and contractors from and against any third-party claims, losses, damages, or expenses (including reasonable legal fees) arising from:

• •Client's products, including product liability, intellectual property infringement, or regulatory non-compliance
• •Client's breach of these Terms or any agreed service schedule
• •Client's negligence or intentional misconduct
• •End-customer claims relating to Client's products or brand

Prijana is not liable for delays or failures caused by circumstances beyond its reasonable control, including natural disasters, severe weather, fire, flood, epidemic, pandemic, labor disputes, internet or utility outages, civil unrest, terrorism, governmental action, customs delays, carrier capacity shortages, cyber incidents, or shortage of labor or materials.

These Terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-laws principles.

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

Notwithstanding the above, Prijana may seek injunctive relief, enforcement of its lien rights, or collection of unpaid amounts in any court of competent jurisdiction.