Terms of Service and Agreement

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This Master Services Agreement ("Agreement") is entered into as of the Effective Date set forth below ("Effective Date"), by and between Gamerati, a Washington, USA limited liability company with a principal place of business at 4823 95th St SW Bldg 7 Ste A Lakewood, WA 98499, ("Provider"), and You. Provider and Company may be referred to individually as a "Party" and collectively as the "Parties."

This Agreement may be accepted by Company through electronic means, including by clicking an “I accept,” checking a box, or taking a similar affirmative action indicating acceptance within Company's onboarding, customer portal, or other electronic platform. Such electronic acceptance shall constitute a valid and binding execution of this Agreement, enforceable to the same extent as a handwritten signature. Company represents that the individual completing such acceptance has authority to bind Company. The Parties agree that records of such electronic acceptance maintained by Provider shall be admissible to establish assent, and that this Agreement is executed in compliance with applicable electronic signature laws, including the U.S. E‑SIGN Act and applicable state enactments of the Uniform Electronic Transactions Act (UETA).

1. PURPOSE AND STRUCTURE

1.1 Master Agreement. This Agreement establishes the general legal, commercial, and operational framework governing warehousing, storage, fulfillment, and related logistics services that Provider may perform for Company from time to time (the "Services").

1.2 Statements of Work. The specific Services, facilities, service levels, pricing, term, volumes, special handling, and operational requirements shall be set forth in one or more written statements of work, schedules, or service addenda (each, a "Statement of Work" or "SOW") agreed to by the Parties.

1.3 Order of Precedence. In the event of a conflict, the following order of precedence shall apply: (a) the applicable SOW, solely with respect to the Services described therein; (b) this Agreement; and (c) any other attachments or exhibits referenced herein, unless expressly stated otherwise in an SOW.

2. DEFINITIONS

Capitalized terms used but not defined in this Agreement shall have the meanings assigned to them in the applicable SOW. The term "Goods" means the products, materials, or inventory tendered to Provider by or on behalf of Company for storage or handling.

3. SCOPE OF SERVICES

3.1 Services Generally. Provider shall perform the Services in a commercially reasonable manner consistent with generally accepted warehousing and fulfillment practices in the applicable geographic market.

3.2 No Minimum Commitment. Unless expressly stated in an SOW, this Agreement does not obligate Company to tender any minimum volume of Goods or Provider to provide any minimum capacity.

3.3 Third-Party Services. Provider may engage subcontractors or third parties in the performance of Services, provided Provider remains responsible for Services performed under this Agreement.

3.4. Non-Exclusivity. This Agreement is non‑exclusive. Provider may provide services to other Companies, and Company may engage other service providers.

3.5 No Manufacture or Sale. Provider is not the manufacturer, seller, or owner of the goods; it acts as bailee while the goods are in its possession.

4. STANDARD OF CARE

4.1 General. Provider shall exercise reasonable care under the circumstances consistent with the standards applicable to professional warehouse operators. Provider does not guarantee the condition, marketability, or fitness of the Goods.

4.2 Conduct. Parties agree that all mutual interactions with must remain professional, reasonable, respectful and aligned with the operational policies defined in this Agreement.

5. COMPANY RESPONSIBILITIES

5.1 Accurate Information. Company shall provide accurate and complete information regarding the Goods, including weight, dimensions, value, handling requirements, and hazardous or regulated status.

5.2 Packaging and Compliance. Company is responsible for proper packaging of Goods and compliance with all applicable laws, including labeling, customs, safety, and environmental regulations.

5.3 Prohibited Goods. Company shall not tender hazardous, explosive, perishable, or otherwise regulated Goods except as expressly approved in writing by Provider.

6. FEES AND PAYMENT

6.1 Fees. Company shall pay the fees set forth in the applicable SOW and Provider’s Schedule of Fees.

6.2 Invoicing and Payment Terms. Provider shall invoice Company in accordance with the applicable SOW. Unless otherwise stated, invoices are due and payable within fifteen (15) days of invoice date.

6.3 Late Payments. Past-due amounts may accrue interest at the level of 1% per month or the maximum amount permitted by law.

6.4 Billing Disputes. All invoice disputes must be submitted in writing within fifteen (15) days of the invoice date. Company remains obligated to remit timely payment of all undisputed charges. Interest and late payment penalties will accrue on any overdue undisputed balances.

6.5 Deposits and Credit. Provider may require a deposit or prepayment and may adjust credit limits or require cash-on-delivery if payment risk increases.

6.6 Non-prorated. Unless expressly stated otherwise, all fees, charges, service costs, and billing amounts are non-prorated. 

6.7 Out of Scope Requests. If Company requests any service not expressly set forth in the applicable Statement of Work, which Provider agrees to provide and Company authorizes, for which no fee is specified, such services are billed at Provider’s standard hourly rate as outlined in the Schedule of Fees.

6.8 Adjustment. Company acknowledges that Provider’s partners, contractors, and affiliates may adjust their pricing at any time. In the event such changes affect the cost of services provided under this Agreement, Provider may implement corresponding price adjustments. Provider will provide Company with at least thirty (30) days’ written notice prior to any such adjustment taking effect. 

7. TITLE TO GOODS; BAILMENT; LIEN; RISK OF LOSS

7.1 Title. Title to the Goods shall always remain with Company or the applicable owner of record. Nothing in this Agreement transfers ownership of the Goods to Provider.

7.2 Risk of Loss. Risk of loss transfers per the applicable SOW and carrier terms: (a) inbound—when Provider (“Bailee”) accepts physical custody after unloading; (b) outbound—upon carrier pickup at Provider’s dock or upon tender to the carrier, as applicable.

7.3 Bailment. While goods are in Provider’s possession, Provider holds them as bailee for Company. Provider will exercise reasonable care in relation to the goods as required by applicable warehouse laws and this Agreement.

7.4 General Lien on Other Goods. Provider’s lien shall secure any similar charges or expenses incurred for other goods of Company (or goods held on Company’s account) whenever deposited with Provider.

7.5 Priority. Warehouse’s lien shall have priority provided by Washington law.

7.6 Non‑Negotiable Receipts Only. Provider shall not issue negotiable warehouse receipts or any other negotiable documents of title.

7.7 Loss of Lien. Provider does not waive its lien by taking other security or by extending credit. 

7.8 Statutory Construction. This section is intended to be consistent with and supplemented by RCW 62A.7-209 and RCW 62A.7-210, as amended, and shall be interpreted to fully permit enforcement of Provider’s lien allowed by applicable law.

8. LIMITATION OF LIABILITY

8.1 Declared Value. Unless a higher value is declared in writing and accepted by Provider in an SOW, Provider's liability for loss or damage to Goods shall be limited to the lesser of: (a) the reasonable cost to repair or replace the Goods (generally landed cost); or (b) $1.50 per pound, as permitted under applicable law.

8.2 Excluded Damages. In no event shall either Party be liable for consequential, incidental, indirect, special, or punitive damages, including lost profits or market value.

8.3 Aggregate Liability. Provider's aggregate liability under this Agreement shall not exceed the amount paid by Company to Provider for the affected Services during the six (6) months preceding the event giving rise to the claim, unless otherwise stated in an SOW.

9. CLAIMS AND NOTICE OF LOSS

Company shall notify Provider in writing of any loss or damage to Goods within the timeframes required under the UCC or as specified in the applicable SOW, failing which the claim shall be deemed waived.

10. INSURANCE

10.1 Provider Insurance. Provider will maintain: (a) Commercial General Liability of $1,000,000 per occurrence, $2,000,000 aggregate; and (b) Workers’ Compensation as required by law; Certificates of Insurance provided upon request.

10.2 Company Insurance. Company will maintain property insurance covering goods at full replacement value while stored/handled by Provider and will waive subrogation against Provider to the extent permitted by law.

11. INDEMNIFICATION

11.1 By Company. Company shall indemnify and hold harmless Provider from claims arising out of the nature or condition of the Goods, Company's breach of this Agreement, or violation of law.

11.2 By Provider. Provider shall indemnify Company from claims arising from Provider's gross negligence or willful misconduct in performing the Services.

12. CONFIDENTIALITY

Each Party shall maintain the confidentiality of non-public business information received from the other Party and use such information solely for purposes of performing under this Agreement.

13. TERM AND TERMINATION

13.1 Term. This Agreement shall commence on the Effective Date and continue until terminated.

13.2 Termination for Convenience. Either Party may terminate this Agreement upon sixty (60) days' written notice, subject to completion of any outstanding SOW obligations.

13.3 Effect of Termination. Upon termination, Company shall promptly remove its Goods at its expense unless otherwise agreed.

14. INTELLECTUAL PROPERTY; MARKETING AND ADVERTISING

14.1 Use of Intellectual Property. Company grants Provider the right to use Company’s name, logo, and brand identifiers on Provider’s website, presentations, proposals, and other marketing materials. Company further authorizes Provider to use any testimonials, case studies, or feedback that Company voluntarily provides for promotional purposes. Likewise, Provider grants Company the right to use Provider’s name, logo, and brand identifiers, as well as any testimonials or statements Provider agrees to provide, in Company’s marketing materials.

14.2 Intended use. All uses by either party shall be in a professional manner and in accordance with the other party’s brand guidelines, if provided.

15. NOTICES

All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when sent, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; upon the date of delivery as confirmed by the third party postal provider; or if sent by certified or registered mail, upon the date of delivery as confirmed by the third party postal service provider.  

16. FORCE MAJEURE

Neither Party is liable for delays or failures due to events beyond its reasonable control (including acts of God, labor disputes, epidemics, supply chain disruptions, government actions, utility failures, or carrier capacity constraints). 

17. GOVERNING LAW AND VENUE

17.1 Escalation. Operational disputes will first be escalated to each Party’s operations leads, then executives, before formal proceedings.

17.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

18. INDEPENDENT CONTRACTORS. 

The Parties are independent contractors. Nothing creates a partnership, joint venture, fiduciary, or employment relationship.

19. ASSIGNMENT. 

Neither Party may assign this Agreement without the other’s written consent, except that either Party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, with notice.

20. ENTIRE AGREEMENT 

This Agreement and all SOWs constitute the entire agreement between the Parties regarding the subject matter.

21. AMENDMENTS. 

Amendments and waivers must be in writing and signed by both Parties.

22. SEVERAVBILITY; SURVIVAL. 

If any provision or clause of this Agreement or its application to any person or circumstance is held invalid or deemed unenforceable, the invalidity does not affect other provisions or applications of this title which can be given effect without the invalid provision or application. Sections that by their nature should survive (including Fees, Confidentiality, Insurance, Limitations, Indemnification, Lien, Dispute Resolution) will survive.