Terms and Conditions

These Terms and Conditions form the agreement between You and REFUNDGET (as defined below) (collectively, the “Agreement”) effective as of the Effective Date as defined below.

By accessing the REFUNDGET Platform and using the Services as a Customer, you acknowledge that You have read and understand the Agreement and that You agree to all the terms of the Agreement. REFUNDGET reserves the right to change or add to this Agreement at any time, in its sole discretion. You are advised to check the Agreement from time to time for any updates or changes that may impact You. Your continued use of the Service and/or the REFUNDGET Platform, following changes to the Agreement, constitutes Your agreement to any such changes.

Your violation of or breach of the Agreement may result in the suspension or termination of Your Account or License to use the Service or Technology.

DEFINITIONS.

1.1 “Account” means Customer’s account with REFUNDGET for use of the Services by Customer.

1.2 “API” means the application programming interface made available to You by Amazon that facilitates the provision of Services to You.

1.3 “Customer” means a party authorized by REFUNDGET to use the Services.

1.4 “Customer Data” or “Customer’s Data” means any and all information, data, materials, works, expressions, documentation, or other content, including any that are (a) uploaded, submitted, posted, transferred, transmitted, or otherwise provided or made available by or on behalf of Customer for processing by or through the Services or Technology, or (b) collected, downloaded, or otherwise received by REFUNDGET for or from Customer or third party pursuant to this Agreement or at the written request or instruction of Customer, including, without limitation, all personally identifiable information of Customer’s customers, back up, invoices, shipment reports and packing slips, (including Packing Slips, Manual Final Packing Slips, or Final Packing Slips) or Shipment Information or Final Shipment Information, any Customer Data generated, FBA Inbound Shipment, Discrepancies, and any other documentation of Customer’s shipments and products. For the avoidance of doubt, Customer Data does not include any Technology or Resultant Data.

1.5 “Discrepancies” means any instance in which the quantity of Customer’s products shipped (as shown in Customer Data) is greater than the quantity of Customer’s products that Amazon acknowledges it has received.

1.6 “Documentation” means all materials, including drawings, diagrams, specifications, product descriptions, manuals and instructions that REFUNDGET provides (either in digital or hard copy form) to assist and define Customer’s use of the Services.

1.7 “Eligible Claim” or “Claim” means a claim for a refund, payment, reimbursement, credits, or the like from Amazon made by or through REFUNDGET and/or for which the Service or Technology was utilized.

1.8 “FBA Inbound Shipments” means the shipments of inventory sent by Customer to Amazon at Amazon’s fulfillment centers to be fulfilled by Amazon.

1.9 “Fees” means the monies due from Customer to REFUNDGET pursuant to this Agreement. Fees can/will be determined on a case-by-case or Customer basis, which will be agreed in writing with email to Customer and will be a percentage of any reimbursements, payments, and credits obtained by or through REFUNDGET and/or the Services. Customer and REFUNDGET may agree on certain additional fees, including but not limited to fees associated with (i) Customer’s use of features or functionality of the REFUNDGET Platform authorized in writing by REFUNDGET, but which fall outside of the scope of the Agreement, and/or (ii) any additional work requested by Customer beyond the scope set forth in the Agreement as expressly agreed in writing between Customer and REFUNDGET (the “Additional Fees”).

1.10 “REFUNDGET” means the division launched by FORCEGET LLC for reimbursement services, and expressly includes FORCEGET LLC, as well as its Representatives.

1.11 “REFUNDGET Platform” means the dashboard provided by REFUNDGET as part of the Technology.

1.12 “Intellectual Property” means patents, patentable rights, copyright, design rights, utility models, trademarks (including Marks), trade names, rights in domain names, rights in inventions, database rights, rights in know-how and confidential information as described herein, and all other intellectual property and all pending applications for any of the foregoing and including all renewals, extensions, revivals and all accrued rights of action.

1.13 “License” means the licenses expressly granted herein by REFUNDGET to Customer to use the Services and Technology.

1.14 “Marks” means any word, symbol or device, or any combination thereof, used or intended to be used by a party to identify and distinguish the party’s or its third-party licensor’s products or services from the products or services of others, including without limitation trade names, trademarks, service marks and logos. “Customer Marks” refers to any Marks of Customer and includes third party marks Customer may provide to REFUNDGET or that are incorporated in Product Information. “REFUNDGET Marks” refers to Marks of REFUNDGET and includes third-party marks REFUNDGET may provide to Customer.

1.15 “Payment Processing” means facilitating payment of Fees or Additional Fees through Customer’s credit card, bank transfers, or otherwise by Customer to REFUNDGET.

1.16 “Product Information” means all information and materials specifically related to Customer products that Customer provides or makes available to REFUNDGET including without limitation image files, text, templates, product descriptions, prices, Customer Marks, URLs and any other related information.

1.17 “Representatives” collectively means the affiliates, directors, officers, shareholders, members, employees, subcontractors, permitted assigns and agents of a party.

1.18 “Resultant Data” means transactional data and information derived from or otherwise related to Customer Data and/or Customer’s use of the Services, by aggregation, algorithmic manipulation or other processing, including but not limited to anonymized processing.

1.19 “Security Obligation” means responsibility for maintaining the security of account login information (username and password, and any other information used to access Customer’s account).

1.20 “Service” or “Services” means Amazon reimbursement case management services to be provided by REFUNDGET through the REFUNDGET Platform, and the functionality of, and Customer’s access to, the REFUNDGET Platform. The specific reimbursement case management services to be provided will be determined by REFUNDGET on a case-by-case basis. Such services may, but will not necessarily, include management of claims related to:

Units lost, damaged, or destroyed;
Units returned without restocking fee;
Wrongfully charged commission;
Replacement;
Stock deducted after shipment closed;
Wrong items returned and scanned;
Accruals overcharged;
Shortages;
Chargeback not refunded;
Returns damaged;
Any other services REFUNDGET agrees in writing to provide.

Services shall also include updates and upgrades subsequently provided to the Technology.

Additional services, including any new features provided by REFUNDGET which augment or enhance the current Service, Technology, and/or REFUNDGET Platform, including the release of new tools or resources, updates and upgrades by REFUNDGET, may result in Additional Fees to Customer which shall be due and payable by the Customer pursuant to a mutually executed modification or addendum to the Agreement.

1.21 “Technology” means, the REFUNDGET Platform, including but not limited to the analytics, data, information, documents, materials, works, content, devices, methods, tools, processes, hardware, software, technical or functional descriptions, plans, or reports utilized by or in connection with the REFUNDGET Platform.

1.22 “Us” means REFUNDGET.

1.23 “User” or “Users” means the individuals a Customer authorizes to access and use the Service and identifies to REFUNDGET.

1.24 “You” or “Your” refers to the Customer.

1.25 “We” or “Our” or “Us” refers to REFUNDGET.

1.26 “Website” means REFUNDGET.com or such other website or mobile access point from which REFUNDGET may make the Service available.

LICENSE / RESTRICTIONS / INTELLECTUAL PROPERTY / DATA / PERMISSIONS.

2.1 License.

REFUNDGET grants the Customer a limited, non-transferrable, non-exclusive license to use and access the Service solely for Customer’s business purposes subject to the terms, obligations, restrictions and limitations set forth in the Agreement. All rights not expressly granted to You in the Agreement are reserved and retained by REFUNDGET.

2.2 License Limitations and Restrictions.

(a) Prohibited Actions. Customer shall not:

except as expressly permitted by this Agreement, copy, reproduce, distribute, publish, display, post or transmit the Service or the Technology, in whole or in part;
license, sub-license, sell, resell, rent, lease, transfer, assign, distribute the Service or the Technology, or otherwise exploit the terms of this License or make the Service or Technology available for access or use by any person(s) other than the Users;

use the Service or Technology to process any data unlawfully, in violation of the Agreement, or for any third party;

allow any unauthorized access to, or use of, the Service or Technology;
copy, translate, transmit, post, create a derivative work of, modify, adapt, download, sell, publish, decipher, decompile, reverse engineer, reverse assemble, disassemble, decompile, or otherwise attempt to determine any programming or the source code associated with the Service or the Technology;
use data mining, robots, crawlers, or spiders, or similar data gathering and extraction tools directed at or in connection with the Service or Technology;

frame or utilize framing techniques to enclose any REFUNDGET Marks or other Intellectual Property (including images, text, page layout, or form) of REFUNDGET;
use the Service or Technology in an unlawful manner including, but not limited to, the infringement of any third party or REFUNDGET Intellectual Property or use the Service or Technology in breach of any third party’s privacy rights;

use the Service or Technology for spamming or sending any unsolicited emails or information to any person or entity;
use the Service or Technology in a manner that interferes with or disrupts the provision of the Service or Technology by REFUNDGET to third parties;
access or use the Service or Technology to circumvent or exceed the Service’s or Technology’s account limitations or requirements, or access or use the Service or Technology by any means other than through the interfaces that are provided by REFUNDGET;

use the Service or Technology to upload, store or transmit any malicious code or other similar harmful software such as, but not limited to, viruses, malware or trojan horses;
use the Service or Technology to make any transmission, display or publication of any material which is of a defamatory, offensive, abusive or of menacing character to any other person;
engage in or permit any unauthorized distribution of any software or programming associated with the Service or Technology, including, without limitation, placing REFUNDGET’s software or programming on any physical or virtual servers or mediums;

use the Service or Technology for any transmission, display or publication of any material in breach of any law dealing with privacy or data protection in any jurisdiction;

remove or obscure any copyright, patent, trademark, trade secret or similar proprietary notice accessible through use of the Technology or Service;
use the Service or Technology for the purpose of developing a product or service, or helping another develop a product or service, whether or not it is competitive with the Service or Technology;
use the Service or Technology for the purpose of bringing an Intellectual Property claim against REFUNDGET;
cause the breach of or interfere with REFUNDGET’s agreements with third parties, including but not limited to, the Amazon Marketplace Developer Agreement; or

use or allow others to use, the Technology or the Service for any purpose not expressly authorized in the Agreement.

(b) Notification of Unauthorized or Breaching Use. You must notify Us immediately in the event You become aware of any actual or attempted unauthorized access to or use of the Service or Technology in breach of this Agreement or otherwise.

(c) Technology; Source Code. Except as expressly stated in the Agreement, no licenses or rights are granted by REFUNDGET and nothing in the Agreement implies any license to Customer in the Services or Technology, including, without limitation, the source code. The source code will not be accessible to any Customer. Customer agrees that the underlying structure, sequence, organization and source code of the Services and Technology are valuable trade secrets of REFUNDGET, are confidential information, and shall remain strictly confidential.

2.3 Intellectual Property Ownership.

(a) Customer’s Rights. Customer owns all right, title and interest in the Product Information, Customer Data, and Customer Marks. Customer acknowledges and agrees that, in connection with the provision of the Services, REFUNDGET may store and maintain Customer Data, Product Information, and Customer Marks for a period of time consistent with REFUNDGET’s standard business practices. Customer grants REFUNDGET a limited, revocable, non-exclusive, non-transferable (except in connection with an assignment of this Agreement), sublicensable license to use, access, store and process the Customer Data, Product Information, and Customer Marks to the extent necessary to provide the Services and otherwise fulfill its rights and obligations under this Agreement. Customer grants REFUNDGET a royalty-free, worldwide, perpetual, irrevocable, right to use, modify, distribute, publish, display, and incorporate into the Services any suggestions or feedback provided by Customer related to the operation or functionality of the Service. Notwithstanding the foregoing, nothing in this Agreement is intended to prevent REFUNDGET from generating and using the Technology or Service for purposes of providing, measuring, improving and marketing REFUNDGET’s products and services; provided, however, that REFUNDGET shall not disclose to any third party, unless compelled by law or with Customer’s permission any information that is identifiable as Customer Data. And notwithstanding anything to the contrary herein, REFUNDGET may, for any purpose chosen in REFUNDGET’s sole discretion, compile, use, sell, license, rent or otherwise disclose to any third party, and retain in perpetuity, Resultant Data and Customer shall not have any rights whatsoever with respect to any materials that result from such use of Resultant Data.

(b) REFUNDGET’s Rights. All rights, title and interest in and to the Technology, Service, REFUNDGET Marks, and Resultant Data (including without limitation all Intellectual Property rights in the Technology, Service, REFUNDGET Marks, and Resultant Data and all modifications, extensions, customizations, scripts or other derivative works of thereof provided or developed by REFUNDGET) are owned exclusively by REFUNDGET. The rights granted to Customer do not convey any rights or licenses, express or implied, or ownership to the Technology, Service, REFUNDGET Marks, and Resultant Data or any Intellectual Property rights thereto.

2.4 Documentation Licenses.

REFUNDGET grants Customer the non-exclusive right to use the Documentation solely in conjunction with Customer’s use of the Service and Technology during the term of this Agreement. REFUNDGET reserves all rights in their respective Documentation.

2.5 Marks Licenses.

Customer hereby grants to REFUNDGET a limited, non-exclusive, non-assignable, non-transferable license, without right to sublicense, to use its Marks in connection with the Services, and for publicity, advertising, and marketing. REFUNDGET may not alter Customer Marks in any manner, or use Customer Marks in any manner that may dilute, diminish, or otherwise damage Customer’s rights and goodwill in its Marks. Any usage of Customer Marks by REFUNDGET will be a reproduction of exact copies and all use of the Marks is subject to the Customer’s usage guidelines as revised from time to time and as may be provided from the Customer to REFUNDGET.

2.6 Permissions.

By using REFUNDGET’s services, the customer agrees to voluntarily integrates REFUNDGET into their Amazon account and to take any and all steps necessary to do so. This integration necessitates the granting of permissions to REFUNDGET for accessing, viewing, and downloading relevant information required to provide the Service. These permissions are essential for the operation of REFUNDGET ‘s Services and include, but are not limited to, access to account information, transaction data, and permission to communicate with Amazon or other necessary third parties on behalf of the Customer.

SERVICES AND TERMS.

3.1 Access, Monitoring, Removal. REFUNDGET may access, monitor, remove content within, or disable Customer access to the Service or Technology, or any part thereof, if: (a) REFUNDGET, in its sole discretion, believes it may incur liability because of Customer Data or the Product Information, or Customer’s use of the Service or Technology, (b) REFUNDGET is required to do so by law, government order or other legal process, (c) REFUNDGET determines in its sole discretion that it is necessary to enforce the terms of the Agreement, (d) REFUNDGET, in its sole discretion, believes it is necessary to do so to support, manage, improve and protect the integrity of the Technology or Service, (e) REFUNDGET, in its sole discretion, believes it is necessary to prevent illegal activity, uploading of virus infected or otherwise corrupt files or questionable material, or (f) Customer breaches the Agreement. REFUNDGET shall have no liability to Customer nor to any third party for any disabling of Customer’s access and Customer shall remain liable for Fees and Additional Fees during such disabling. Customer acknowledges that REFUNDGET’s right to access or monitor shall in no way be construed as an obligation by REFUNDGET to monitor any Customer Data or Product Information or to pre-screen Customer Data or Product Information.

3.2 Changes to Service. In its sole discretion, REFUNDGET may discontinue offering the Service or Technology, in whole or in part, or modify any design, layout, features, functionality, tools or content of the Service and/or Technology, at any time, for any reason or no reason, with or without notice to You. REFUNDGET has no obligation to provide any updates or to continue to provide or enable any particular features, functionality, tools or content, and will not be liable with respect to any such modifications, discontinuance or deletions. If any discontinuance or modification of a material part of the Services or Technology materially reduces functionality and materially and adversely impacts Customer’s substantive use of the Technology or Services, as determined by REFUNDGET, in its sole discretion, Customer’s sole and exclusive remedy is to terminate the Agreement pursuant to Section 6.3 hereof. Any new features implemented or provided by REFUNDGET which augment or enhance the current Service and/or Technology including the release of new tools or resources, updates and upgrades by REFUNDGET, may result in Additional Fees to Customer which shall be due and payable by the Customer pursuant to a mutually executed modification or addendum to the Agreement.

3.3 Maintenance. REFUNDGET may temporarily suspend the Services, Technology, or any part thereof, for maintenance, including but not limited to any updates, from time to time.

3.4 Individual Account Holders. As part of its subscription to the Service, the Customer must designate an individual affiliated with the Customer organization as administrator for its account (or each of its accounts, if more than one). REFUNDGET cannot and will not accept any subscriptions where accounts are registered or run through automated methods.

3.5 Signup. Customers must provide the full legal name and address of the Customer entity, if any, as well as the full legal name and a valid email address (and physical address if Customer is an individual) for the Customer’s designated administrator, in order to complete the signup process. Should a Customer identify any Users beyond the designated administrator, the Customer shall provide the full legal name and valid email address of each identified User.

3.6 Customer Responsibility for Users. Customers are responsible for ensuring that their Users comply with the terms of this Agreement and Customer is liable for breaches of the Agreement by their Users.

3.7 Service Control. Except as otherwise expressly provided in this Agreement, REFUNDGET has and will retain sole control over the operation, provision, maintenance, and management of the Technology and Service.

3.8 Transmission. Customer acknowledges that Customer’s information and Customer’s Data (personal or otherwise) may be transmitted inside and/or outside the United States in connection with REFUNDGET providing the Technology or Services.

(a) the Final Shipment Information for a Claim,

(b) Customer represents and warrants that the Manual Final Packing Slip, Final Packing Slip, and the Final Shipment Information, and all the information contained therein is accurate and complete.

(c) It is Customer’s obligation to affirm the accuracy of all data and to abide by the terms and conditions of Amazon or any other applicable third party. REFUNDGET will not review the Packing Slip, Shipment Information, the Manual Final Packing Slip, the Final Packing Slip, or the Final Shipment Information, for completeness, accuracy, internal consistency or otherwise.

CUSTOMER OBLIGATIONS.

4.1 Product Information and Customer Data. Customer is responsible for providing all Product Information and Customer Data in local languages and for providing its own and its customers support in those local languages, unless expressly stated in a writing signed by the parties. Customer is solely responsible for the accuracy and completeness of Customer Data and Product Information.

4.2 Security Obligations. Customer is responsible for maintaining its own Security Obligation. Customer must notify REFUNDGET immediately in the event of loss of Customer’s username or password. Customer must report any security breaches promptly to REFUNDGET.

4.3 Customer Usage. Customer shall use commercially reasonable efforts to perform all acts and to make, execute and deliver all documents, data, and access credentials that Customer needs to perform or provide for REFUNDGET to provide the Services and Technology.

FEES.

5.1 Fee Payment. Fees are due and payable immediately upon the successful resolution of a case/claim. REFUNDGET may charge the Customer the agreed fee amount as soon as the case/claim’s status is marked as reimbursed by Amazon, without needing to wait for the Customer to receive the money from Amazon

(a) Customer authorizes REFUNDGET to automatically charge to the credit card, added to the REFUNDGET platform for the use of REFUNDGET services, the agreed percentage of any Amazon refund or reimbursement proceeds prior to success of a case/claim.

If an automatic payment processing fails or is otherwise unavailable or not possible, Customer agrees to directly pay REFUNDGET the Fees and any Additional Fees immediately upon the status of the case is reimbursed (REFUNDGET does not need to wait for the customer to receive the money from Amazon.)
REFUNDGET may, at its sole discretion, require a Customer to provide a payment method for purposes of collection of Fees and any other amounts due to REFUNDGET. If so required, Customer authorizes REFUNDGET to retain information about such payment methods and authorizes REFUNDGET to charge said payment method upon payment by Amazon of any applicable refund or reimbursement.

REFUNDGET reserves the right to disable Customer’s access to the Technology or Services in the event any Fees, Additional Fees, or other amounts due to REFUNDGET are not paid when due until full payment is made.

5.2 Fee Changes. In its sole discretion, REFUNDGET reserves the right to modify its Fees or Additional Fees in any manner upon electronic notice to Customer via the email address(es) Customer provided to REFUNDGET upon registration. To avoid liability for any such modified Fees or Additional Fees, Customer must terminate the Agreement prior the expiration of thirty (30) days after the notification of such modification of Fees or Additional Fees in accordance with the procedures and effective termination date set forth Section 6.3 and 12.8 of these Terms of Service.

5.3 Effect of Breach. A failure to pay any Fees or Additional Fees when due is a material breach of this Agreement.

TERM AND TERMINATION.

6.1 Term. The Effective Date is the date upon which the Customer accepts these Terms of Service via checkbox at REFUNDGET.com.

6.2 Termination by REFUNDGET for Cause. REFUNDGET may terminate this Agreement for cause, effective immediately, (a) upon Customer’s failure to pay Fees or Additional Fees when due, (b) upon Customer’s breach of Sections 2.2, 4, 7.2, 11, or 12.1 of these Terms of Service, or (c) upon Customer’s material breach of any other provision of this Agreement.

6.3 Termination without Cause. Either party may terminate the Agreement, upon written notice, without cause, upon thirty (30) days’ notice and such termination shall be effective in the day of such notice (the “Termination Effective Date”). If any claims opened before this Effective date, finalizes with success/reimbursed, any Fees raising these claims, due to REFUNDGET shall remain payable to REFUNDGET as provided in the Agreement.

6.4 Notice of Termination. With respect to this Section 6 only, Customer must send notice of termination to REFUNDGET via email at the following email address: [email protected].

PARTIES’ REPRESENTATIONS AND WARRANTIES.

7.1 DISCLAIMER OF WARRANTIES BY REFUNDGET. The Service and Technology, And Each And Every Part Thereof, Is Provided Hereunder “As Is” And “As Available.” Refundget makes No Warranties, whether Express, Implied Or Statutory, With Respect To The Service or Technology, or the result of any use of the Service or Technology. Except As Explicitly Provided In The Agreement, Refundget Disclaims Any And All (I) Warranties of any kind or nature whatsoever, Including, Without Limitation, (II) Any Implied Warranty Of Merchantability Or Fitness For A Particular Purpose, And (III) Warranties That The Technology or Service Will Operate Securely, Timely, Uninterrupted, Defect-Free Or Error-Free Or That The Technology or Service Will Meet Customer’s Or Third Party’s Requirements Or That any Errors associated with the Technology or Service Will Be Corrected Or That Customer’s Use Of The Technology or Service Will Satisfy Any Statutory Or Regulatory Obligations, Or Will Assist With, Guarantee Or Otherwise Ensure Compliance With Any Policies, Terms Or Conditions Of Amazon Or Third Parties, Or Applicable Laws, Rules And Regulations, Foreign Law, Treaties, And Conventions. Customer Assumes All Responsibility For Determining Whether The Technology or Service Are Sufficient For Customer’s Purposes. Refundget Makes No Representations Or Warranties Regarding The Technology’s or Service’s Localization To A Particular Market Including Without Limitation Local Language, Local Support Of Taxes, Payment Or Shipping Carriers. Refundget Makes No Warranty Regarding The Accuracy, Timeliness, Truthfulness, Completeness Or Reliability Of Any Content Obtained Through Any Module Or From Any Network Site, Or Third-Party Interface.

7.2 Customer represents and warrants that:

(a) the Product Information and Customer Data (i) is owned (or validly licensed for all uses required under the Agreement) by Customer or is in the public domain, (ii) does not constitute defamation, libel, or obscenity, (iii) does not result in any consumer fraud, product liability, or breach of contract, or cause injury to any third party, (iv) does not contain, and will not introduce into the Technology or Service any viruses, Trojan horses, worms, spyware, time bombs or other forms of malware, malicious code or computer programming routines which may interfere with or disrupt the Services and/or Technology, or any part thereof, (v) is accurate, current and complete, (vi) Customer’s Data is not misleading or false, (vii) does not infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy rights of any third party, and (viii) Customer’s Data does not contain any protected information regulated by federal, state, and/or local laws, rules, and/or regulations;

(b) it will comply with all applicable laws, rules and regulations, foreign law, treaties, and conventions as updated from time to time related to Customer’s performance of its obligations under the Agreement and activities that Customer undertakes in connection with its use of the Technology and/or Services including without limitation those governing the online sale of goods and services, as well as those governing anti-bribery and anti-corruption;

CUSTOMER ASSUMED RISKS AND REFUNDGET DISCLAIMERS

8.1 Except as otherwise expressly stated in this Agreement, Customer agrees to use the Service and the Technology at Customer’s own risk. REFUNDGET shall not be liable for any actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, in law, admiralty or equity, unless expressly stated otherwise in the Agreement.

8.2 REFUNDGET is not responsible for acts, services or content posted or provided by persons or entities other than REFUNDGET (including but not limited to Amazon), for Customer’s exposure to such content, or for actions Customer takes in reliance on that content. REFUNDGET has no liability to Customer for failures based on services not provided by REFUNDGET (including but not limited to Amazon).

8.3 Customer is solely responsible for all selection of parties with whom Customer does business (including but not limited to Amazon), and for the terms of Customer’s agreements with those parties and with network sites and flex feed destinations.

8.4 REFUNDGET has no responsibility for the quality or availability of goods or services provided by Customer, Customer’s compliance with Amazon’s terms and conditions, the sufficiency of any Documentation generated using Customer Data, including, without limitation, Customer’s invoices, shipment reports, packing slips (including Packing Slips, Manual Final Packing Slips, or Final Packing Slips) or Shipment Information or Final Shipment Information, any Customer Data generated, any of Customer’s customers’ ability to pay, any third party’s compliance with the terms of a transaction, or for any injury, loss or damage caused or alleged to have been caused by the goods or services sold by Customer. Where the REFUNDGET Technology or any part thereof contains links to other sites and resources provided by third parties, these links are provided for information only and such links should not be interpreted as approval by Us of those linked websites, and REFUNDGET shall have no liability or responsibility for any use of such links.

8.5 REFUNDGET shall not be liable for the verification of Customer’s information submitted by Customer to Amazon, or any third parties, and thereafter retrieved or utilized by REFUNDGET in the course of providing the Services, whether in the form of invoices, packing slips (including Packing Slips, Manual Final Packing Slips, or Final Packing Slips) or Shipment Information or Final Shipment Information, any Customer Data generated. It is Customer’s obligation to affirm the accuracy of all Customer Data. REFUNDGET will not review Customer Data, including without limitation, shipment reports, invoices, or packing slips (including Packing Slips, Manual Final Packing Slips, or Final Packing Slips) or Shipment Information or Final Shipment Information, any Customer Data generated, for completeness, accuracy, internal consistency or otherwise.

8.6 REFUNDGET shall not, under any circumstances, be liable for any loss, delay, or interception of Customer Data whether that be through general use, hacking or server failure, or any loss, corruption, hacking or failure of any daily backups or otherwise. Customer acknowledges that: (a) the technical processing and transmission of Customer Data is fundamentally necessary to use of the Service; (b) Customer Data will be subject to transmission over the Internet, and over various networks, only part of which may be owned and/or operated by REFUNDGET; and (c) Customer acknowledges that Customer Data may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone or other electronic means.

8.7 REFUNDGET shall not be liable for any loss or damage caused by Customer’s failure to comply with the Security Obligation.

8.8 Customer is responsible for any breaches of its Security Obligations or of security that occur through Customer’s access or login credentials including, without limitation, as a result of Customer’s sharing such access or login credentials.

8.9 REFUNDGET shall not be liable for any losses, damages, penalties or fees arising from Customer’s or third party’s errors, omissions, misrepresentations, inaccuracies or incompleteness of Customer Data, Discrepancies, or Eligible Claims. Customer is solely responsible for the accuracy and completion of all Customer Data, including without limitation, documents and information representing Customer’s fulfillment, shipment, inventory and taxes, Discrepancies and Eligible Claims.

8.10 REFUNDGET shall not be liable for any loss, damage, penalties, fees sustained (or threatened to be sustained) by, or actions taken or claims made against Customer or any third party, arising, directly or indirectly, from any suspension or shut down by Amazon or any third party of (a) the Services or Technology, or (b) Customer’s accounts, sites, platforms, services or other business regardless of (i) the stated reason for such suspension or shut down, (ii) the timing or duration of the suspension or shut down, (iii) whether there has been notice for the suspension or shut down, (iv) whether a cure has been commenced for the suspension or shut down or (v) any claims, proven or unproven, by Amazon or any third parties, underlying the basis for such suspension or shut down. REFUNDGET shall not be required to indemnify Customer or any third party for any loss, damage, or claims arising, directly or indirectly, from any suspension or shut down, as set forth in this Section 8.10.

8.11 REFUNDGET shall not be liable for, and makes no representations or warranties as to (i) the content, format, accuracy, compliance or sufficiency of the information supplied to generate packing slips, (ii) the packing slip itself (including Packing Slips, Manual Final Packing Slips, or Final Packing Slips) or Shipment Information or Final Shipment Information, any Customer Data generated by Refundget Platform, (iv) any information included thereon for any legal or other purpose, (v) the sufficiency of any packing slip under the terms and conditions of Amazon or (vi) the contracts and/or business relationship between Customer and Amazon, or any other third party.

LIABILITY LIMITATIONS.

REFUNDGET WILL ENDEAVOR TO PERFORM ITS SERVICES TO THE BEST OF ITS ABILITIES. HOWEVER, , REFUNDGET CANNOT GUARANTEE THE SUCCESS OF ANY REIMBURSEMENT CLAIM. CONSEQUENTLY, REFUNDGET EXPRESSLY DISCLAIMS ANY LIABILITY FOR THE FAILURE TO SECURE REIMBURSEMENTS. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT REFUNDGET DOES NOT MAKE ANY PROMISES OR GUARANTEES, EITHER EXPRESSED OR IMPLIED, REGARDING OBTAINING REIMBURSEMENTS THROUGH ITS SERVICES.

UNDER NO CIRCUMSTANCES WILL REFUNDGET BE LIABLE FOR ANY CLAIMS OR LOSSES OF ANY KIND OR NATURE WHATSOEVER IN CONNECTION WITH CUSTOMER’S USE OF THE TECHNOLOGY OR SERVICE, INCLUDING BUT NOT LIMITED TO: LOSS OF REVENUE; LOSS OF DATA; ERRORS IN CUSTOMER DATA; DISCREPANCIES OR ELIGIBLE CLAIMS; ERRORS IN DISCREPANCIES OR ELIGIBLE CLAIMS; ERRORS IN PRODUCT INFORMATION; CUSTOMER’S FAILURE TO PROVIDE SUFFICIENT OR TIMELY CUSTOMER DATA; INCOMPLETE, INACCURATE, MISLEADING, FALSE OR FRAUDULENT CUSTOMER DATA, PRODUCT INFORMATION, SHIPMENT INFORMATION, OR OTHER DOCUMENTATION OR OTHER INFORMATION PROVIDED BY CUSTOMER; LOSSES FROM ANY SUSPENSION OR SHUT DOWN OF REFUNDGET’S PLATFORM OR ACCOUNT OR CUSTOMER’S ACCOUNT, WEBSITE, PLATFORM, SERVICES, OR OTHER BUSINESS WITH AMAZON OR ANY THIRD PARTY; LOSS OF ACTUAL OR ANTICIPATED PROFITS; LOSS OF CONTRACTS; LOSS OF THE USE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS; LOSS OF OPPORTUNITY; LOSS OF GOODWILL; LOSS OF REPUTATION; LOSS OF, DAMAGE TO, COMPROMISE, OR CORRUPTION OF DATA, OR CONSEQUENTIAL OR INDIRECT LOSS OR SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES (INCLUDING, FOR THE AVOIDANCE OF DOUBT, WHERE SUCH LOSS OR DAMAGE IS ALSO OF A CATEGORY OF LOSS OR DAMAGE ALREADY LISTED), WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS BY CUSTOMER OR ANY THIRD PARTY ARISING OUT OF ANY BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY OR OTHER TERM, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, OTHER LIABILITY IN TORT, FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE. REFUNDGET IS NOT LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION OR OBTAIN ANY PARTICULAR RESULT BY MEANS OF CUSTOMER’S USE OF THE TECHNOLOGY OR SERVICE.

LIABILITY CAP.

NOTWITHSTANDING THE FORM OR NATURE (E.G., CONTRACT, TORT, STATUTORY, COMMON LAW, DIRECT LIABILITY OR INDEMNIFICATION, INFRINGEMENT, OR OTHERWISE) IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT BY CUSTOMER OR THIRD PARTY, IN NO EVENT WILL REFUNDGET BE LIABLE FOR DAMAGES, EXPENSES, COSTS, LIABILITIES, SUITS, CLAIMS, RESTITUTION OR LOSSES TO CUSTOMER AND/OR THIRD PARTIES, THAT EXCEED, IN THE AGGREGATE, TWO (2) TIMES THE TOTAL AMOUNTS PAID OR PAYABLE TO REFUNDGET BY CUSTOMER IN THE ONE (1) YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE DAMAGES, EXPENSES, COSTS, LIABILITIES, SUITS, CLAIMS, RESTITUTION OR LOSSES TO CUSTOMER AND/OR THIRD PARTIES (“LIABILITY CAP”).

Such Liability Cap is a maximum and shall not be used, control or be considered if: (i) REFUNDGET’s liability or obligations are in amounts which would be or are below the Liability Cap either pursuant to this Agreement or otherwise, or (ii) if REFUNDGET has no liability either otherwise or pursuant to disclaimers in this Agreement including, but not limited to, Sections 7.1, 8 and 9.

INDEMNIFICATION.

Customer’s Indemnification. Customer shall indemnify, defend and hold harmless REFUNDGET, and its officers, directors, representatives, members, owners, employees, agents, affiliates (including Forceget, LLC), successors, and permitted assigns, from and against all losses, damages, liabilities, claims, actions, suits, judgments, settlements, interest, awards, penalties, fines, costs, obligations, or expenses of whatever kind, including attorneys’ fees, fees and costs of enforcing any right to indemnification under this Agreement, as may be incurred, suffered, or as may otherwise be required to be paid by REFUNDGET arising out of or in any way related to: (a) Customer’s failure to comply with or breach of the Agreement, (b) Customer Data, Customer Marks, ad content, and Product Information or Customer’s products listed, supplied or sold, including, without limitation, Intellectual Property infringement claims and product liability claims, and any misleading, false, inaccurate, fraudulent or incomplete Customer Data, Product Information, or other documentation or information supplied by Customer or any failure by Customer to provide sufficient or timely, accurate and complete Customer Data, Product Information, Shipment Information, or other documentation or any errors in Discrepancies or Eligible Claims, (c) any negligence, recklessness, or willful misconduct of Customer or its Representatives, (d) the death or bodily injury of any agent, employee, customer, business invitee, or business visitor or other person caused by Your conduct, or that of Your agent or employee; (e) asserted by a third party against You, resulting from Your acts or omissions or those of Your employees, agents, contractors, successors and permitted assigns; and/or (f) Customer’s use of the Services or Technology.

GENERAL PROVISIONS.

12.1 Assignment. Customer may not assign the Agreement without REFUNDGET’s prior written consent.

12.2 Relationship of the Parties. This Agreement does not create any joint venture, fiduciary, partnership, agency, or employment relationship between the parties.

12.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all prior or collateral negotiations, proposals, agreements and understandings, whether oral or written, relating to the subject matter of the Agreement. To the extent the terms of a subsequent writing signed by the parties’ conflict with the terms of the Agreement, the terms of the subsequent writing control.

12.4 Severance. If any provision of the Agreement is held or made invalid or unenforceable for any reason, the invalidity will not affect the remainder of the Agreement and the severed provision shall be interpreted to be consistent with the Agreement.

12.5 No Waiver. The failure of either party at any time to enforce or require performance of any provision shall not waive or affect such party’s right to enforce any such provision at a later time.

12.6 Exhibits. All Exhibits, Schedules and other addenda referenced in the Agreement are incorporated into the Agreement by reference.

12.7 No Reliance. Each party represents and warrants to the other party that it is NOT relying on any promises, guarantees and/or assurances of the other party that are NOT otherwise expressly contained in the Agreement.

12.8 Notice. Except as otherwise explicitly provided in the Agreement, any notice required or permitted by the Agreement shall be in writing and deemed delivered if delivered (a) by personal delivery when delivered, (b) by overnight courier upon written verification of receipt, (c) by certified or registered mail, return receipt requested, upon verification of receipt, or (d) upon transmission via email to a properly addressed email address as provided by the parties. Notices must be sent to the contacts and address in the Agreement, or any new address provided by the permitted notice methods.

12.9 Governing Law; Venue; Arbitration.

(a) Applicable Law. The Agreement will be governed by and construed and enforced in accordance with the laws of Florida, United States, notwithstanding any principles or conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods 1980 does not apply to the Agreement.

(b) Disputes – Customers Domiciled Within the United States. If Customer’s domicile is within the United States, the Customer hereby irrevocably agrees that any controversy or claim arising out of or relating to this Agreement shall be settled in the Miami-Dade County courts within the State of Florida. Customer further agrees that REFUNDGET shall be entitled to any and all costs of collections, including reasonable attorneys’ fees, incurred by REFUNDGET to enforce any provision of this Agreement.

(c) Disputes – Customers Domiciled Outside of the United States. If Customer’s jurisdiction of establishment is any jurisdiction outside the United States any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the United Nations Commission on International Trade Law Arbitration Rules in effect on the date of this Agreement (the “Rules”), and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Arbitration will be administered by the American Arbitration Association in accordance with its “Procedures for Cases under the UNCITRAL Arbitration Rules”, applying the substantive laws of the State of Florida and the United States. The award will be rendered in the English language, and the arbitration will be held in (A) Miami, Florida, United States of America if Customer is established in North, Central or South America, or any other jurisdiction not specifically identified in this paragraph; (B) London, England if Customer is established in Europe, or (C) Singapore, if Customer is established in the Asia-Pacific region. There will be three arbitrators who must be fluent in English. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to enforce such award. The award of the arbitrators shall be final and binding, will be the sole and exclusive remedy between the parties regarding such dispute, and the parties explicitly waive request for review under Article V Section 1 of the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards. The arbitration agreement set forth in this section will be binding upon the parties, their successors and permitted assignees, and the rights and obligations of the parties shall remain in full force and effect pending the enforcement of any award in any arbitration proceeding hereunder, notwithstanding termination, for any reason, of this Agreement.

12.10 Force Majeure

REFUNDGET will not be liable or responsible for any delay or failure in performance resulting from any event, circumstance or condition that is beyond its reasonable control, including, without limitation, acts of God, hurricane, tornado, rain, flood, sinkhole, wind, hail, lightning, earthquake, snow or ice, extreme high or low temperatures, water or gas main break, cable cut, fire, explosion, riot, terrorist act, military action, global pandemics or local epidemics, any act or failure to act on the part of a governmental authority or any third party, strike, lockout, or other labor problem, transportation delay, unavailability of fuel, supplies or materials, technology failure or outage not caused by REFUNDGET, or change in any Applicable Law (each a “Force Majeure Event”).

12.11 Authorization.

It is agreed and warranted by the party accepting the Agreement on behalf of the Customer is duly authorized to act on Customer’s behalf and fully bind the Customer. No further proof of authorization is or shall be required.