Become a 3PL Support client

Parties & Purpose

This Fulfillment & Storage Services Agreement (the "Agreement") is entered into between Crash Out, LLC, a Nevada limited liability company doing business as 3PL Support (the "Company"), and the undersigned business — whether a store owner or a wholesale client (in each case, the "Client"). This Agreement governs all inventory storage, warehousing, order fulfillment, pick & pack, shipping coordination, white-label packaging, and related services the Company provides to the Client through its ordering portal or otherwise. All pricing, supplier, and operational information disclosed under it is Confidential & Proprietary. It applies equally to store-owner accounts and wholesale-client accounts; where a term applies to only one, it says so.

1. Services

The Company will provide inventory storage and warehousing, order fulfillment, pick & pack, shipping coordination, white-label packaging, and inventory management (collectively, the “Services”). The Services are available exclusively to approved business accounts, and the Company may accept, decline, or condition any order or account in its reasonable discretion.

2. Fees & Invoicing

Store-owner storage & fulfillment fees, unless otherwise agreed in writing: • Warehouse / storage: $300 per month. • Fulfillment: $10 per order (1–3 vials); $15 per order (4+ vials). • Shipping: a flat $15 per order unless otherwise agreed; PO Box destinations ship via the most economical available service. Wholesale-client orders are billed at the Client’s agreed product pricing plus applicable shipping. Warehouse, fulfillment, and shipping charges are invoiced weekly and are payable per the invoice terms. Fees may be updated on reasonable written notice.

3. Orders & Payment

All orders are accepted subject to availability. Unless the Company has approved credit terms in writing, payment is due in full upon invoice and prior to fulfillment. The Company may suspend Services, withhold shipments, or close any account that is delinquent, without liability and without waiving any other remedy. Outstanding invoices remain payable notwithstanding suspension or termination.

4. No Refunds; Claims

All wholesale sales are final. No refunds will be issued except where required by applicable law. Claims for damaged, defective, or missing items must be submitted promptly with reasonable supporting documentation; approved claims are resolved, at the Company’s election, by replacement product or account credit only. No claim entitles the Client to withhold payment on other invoices.

5. Shipping & Risk of Loss

Shipping and delivery estimates are estimates only and are not guarantees. Title and risk of loss pass to the Client upon the carrier’s acceptance of a shipment. The Company is not liable for carrier delays, loss in transit, or any failure or delay caused by events beyond its reasonable control, including carrier actions, weather, or other force majeure events.

6. Research Use Only; Assumption of Risk

ALL PRODUCTS SUPPLIED UNDER THIS AGREEMENT ARE SOLD STRICTLY FOR LABORATORY RESEARCH AND DEVELOPMENT PURPOSES ONLY. Products are not intended for, and must not be used in, human or veterinary applications of any kind, including consumption, therapeutic, diagnostic, cosmetic, or food uses. Products are not dietary supplements, drugs, medical devices, or cosmetics, and have not been evaluated or approved by the U.S. Food and Drug Administration or any other regulatory authority. The Client certifies that it is purchasing products solely for lawful research purposes, that it and its personnel are qualified to receive, store, and handle research materials, and that it will impose these same restrictions on any person to whom it transfers products. All responsibility and all risk arising from the storage, handling, use, misuse, application, or resale of products passes irrevocably to the Client upon the carrier’s acceptance of the shipment, and the Company shall have no liability of any kind for any use of, or occurrence involving, products after purchase.

7. Client Responsibilities

The Client shall: (a) retain ownership of its inventory and provide accurate, current, and complete account, order, and shipping information; (b) comply with all laws and regulations applicable to its business and to the products it orders, markets, or resells; (c) provide print-ready branding assets where applicable; (d) maintain the confidentiality obligations in this Agreement; and (e) use all products lawfully. The Client is solely responsible for its own marketing, labeling claims, and resale practices.

8. Mutual Confidentiality (NDA)

Each party will protect the other’s confidential information — including pricing, customer and client lists, supplier and vendor identities, financial information, inventory records, standard operating procedures, and proprietary processes — and will use it only to perform under this Agreement. Neither party will disclose the other’s confidential information to any third party without prior written consent. This obligation is mutual and survives termination.

9. Non-Circumvention & Non-Compete

For five (5) years from disclosure, neither party shall intentionally circumvent the other by dealing directly or indirectly with any client, supplier, vendor, or strategic relationship introduced through this Agreement without the other’s written consent. During the term, neither party shall use the other’s confidential information or proprietary systems to compete directly against the other.

10. Intellectual Property

Each party retains sole ownership of its respective names, brands, trademarks, content, and other intellectual property. Nothing in this Agreement transfers ownership of, or grants any license to, either party’s intellectual property except as strictly necessary to perform the Services.

11. Limitation of Liability

ALL PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. To the fullest extent permitted by law: (a) the Company’s total aggregate liability arising out of or relating to any order shall not exceed the amount actually paid by the Client for the affected order; (b) in no event shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or business opportunity, however arising; and (c) the Company shall have no liability whatsoever for any claim arising from the use, misuse, handling, storage, application, or resale of products after purchase, all of which are assumed entirely by the Client under Section 6.

12. Indemnification

The Client shall defend, indemnify, and hold harmless the Company and its members, managers, employees, and agents from and against all claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or relating to the Client’s products; the use, misuse, handling, storage, or resale of products after delivery; marketing or labeling claims; resale practices; any breach of the research-use-only restrictions in Section 6; or any unlawful conduct of the Client.

13. Term & Termination

This Agreement begins on the date of acceptance and continues until terminated. Either party may terminate on thirty (30) days’ written notice. The Company may suspend or terminate immediately for non-payment, unlawful conduct, or breach of Section 6. Upon termination, all outstanding invoices remain payable, and Sections 4, 6, 8, 9, 10, 11, and 12 survive.

14. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of Nevada, without regard to conflict-of-laws principles. The parties shall first attempt in good faith to resolve any dispute informally. Any dispute not so resolved shall be finally settled by binding arbitration seated in Nevada, and judgment on the award may be entered in any court of competent jurisdiction.

15. Entire Agreement; Amendments; Severability

This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior discussions and understandings. No amendment or waiver is effective unless made in writing. If any provision is held unenforceable, the remainder of this Agreement remains in full force and effect.

16. Electronic Execution & Consent

By entering your full legal name and email address and drawing your signature below, you: (a) represent that you are an authorized representative of the Client with authority to bind it; (b) agree to this Agreement on the Client’s behalf; and (c) consent to transact and sign electronically under the E-SIGN Act and Nevada’s Uniform Electronic Transactions Act. Your typed name, email, drawn signature, and the date and time of acceptance are recorded and together constitute execution of this Agreement, with the same force and effect as a handwritten signature on a paper document.