Master Services Agreement

Last updated: August 24, 2026

DS PROSOLUTION — MASTER SERVICES AGREEMENT

Version: MSA v3.9 (2026-08-24)

Effective Date: the date of Client's signature or electronic acceptance, as recorded in DS Pro's acceptance records

This Master Services Agreement ("Agreement") is entered into by and between:

(1) RLIM LLC, a New Mexico limited liability company doing business as DS ProSolution ("DS Pro," "DSPS," "we," "us," "our")

  • State of Formation: New Mexico

  • Email: support@dsprosolution.com

  • Business Address: 65 Lawrenceville-Suwanee Rd, Ste 5, P.O. Box 1008, Lawrenceville, GA 30044, United States

and

(2) Client ("Client," "you," "your")

  • Client Legal Name: As recorded in DS ProSolution's acceptance record

  • Authorized Signer Email: As recorded in DS ProSolution's acceptance record

  • Address: As recorded in DS ProSolution's acceptance record

  • Authorized Signer Name: As recorded in DS ProSolution's acceptance record

  • Signer Title or Capacity: As recorded in DS ProSolution's acceptance record

Client may be either a natural person or a legally organized entity. If Client is an entity, the individual signing or electronically accepting this Agreement represents and warrants that they have authority to bind Client. The signer does not become personally liable for Client's obligations merely by signing for an entity; any personal guarantee must be separately stated and expressly accepted.

Each a "Party," collectively the "Parties."

1) Purpose and Structure

1.1 What this Agreement is. This Agreement sets the baseline legal terms and operating rules for DS Pro's services and applies to every Order Form accepted by or for Client while this Agreement remains in effect.

1.2 Order Forms control economics. Specific service scope, pricing, profit split, subscription transactions, cumulative paid-invoice bonuses, and any special terms are set out in a separate written Service Order Form or other commercial addendum (each, an "Order Form"). Each Order Form is incorporated into this Agreement. Data-protection terms are set out separately in the applicable Data Protection Agreement (see Section 7.7), which is also incorporated into this Agreement; a Data Protection Agreement is not an Order Form.

1.3 Conflict rule. If there is a conflict between this Agreement and an Order Form, the Order Form controls as to account-specific service scope, economics, reconciliation mechanics, and special terms expressly stated in it; no Order Form modifies Section 7.3 or Section 9 unless it expressly identifies the provision and states the intent to modify it. If there is a conflict regarding the processing of personal information, the applicable Data Protection Agreement controls over both this Agreement and any Order Form.

1.4 No partnership. DS Pro is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, fiduciary relationship, employment relationship, or legal agency between the Parties. DS Pro acts solely under a limited, revocable authorization to perform the specific operational tasks described in the Order Form, on Client's behalf and subject to Client's instructions and this Agreement; the Parties intend their duties to each other to be exclusively those stated in this Agreement, and Client's remedies to be exclusively contractual, to the maximum extent permitted by law.

2) Definitions

2.1 Accounts means: (i) each managed eBay seller account identified in an Order Form, which Client owns; and (ii) the supplier, payment, banking, shipping, fulfillment, marketplace, or related accounts and resources that Client owns or lawfully controls and authorizes DS Pro to access solely to perform the Services.

2.2 Services means the operational management services described in the applicable Order Form.

2.3 Measurement Period means a calendar month unless the Order Form states otherwise.

2.4 Confidential Information means non-public information, including DS Pro methods, SOPs, systems, tools, processes, training materials, and any non-public Client business data.

2.5 Service Start Date means the date DS Pro begins performing Services for an Account after onboarding and access is confirmed.

2.6 Client Account Fees means account-level fees imposed by marketplaces, suppliers, or related providers that are not directly tied to individual order profitability (e.g., store subscriptions, payout fees, account maintenance fees). Client Account Fees are not deducted from Net Profit calculations (as defined in the applicable Order Form).

2.7 DS Pro Tools means DS Pro's internal systems, SOPs, workflows, templates, automations, and any third-party software DS Pro uses to perform the Services that is not part of Client's Accounts.

2.8 Client Obligation Failure means Client's failure to perform any obligation under Section 3, considering the Resolution Period under Section 9.3 and any immediate-action exception that applies.

2.9 "Willful Misconduct" means an act or omission undertaken with intent to cause harm to the other Party, or with conscious and deliberate disregard of a known and substantial risk of material harm to the other Party. Good-faith operational judgments, methods, and trade-offs made in the ordinary course of performing the Services are not, by themselves, Willful Misconduct.

2.10 "Gross Negligence" means a conscious act or omission in reckless disregard of a legal duty and of the consequences to the other Party, materially beyond ordinary negligence.

2.11 Client Cause means a termination by DS Pro arising from: (a) Client's material breach of this Agreement or an Order Form that remains uncured through the applicable Resolution Period under Section 9.3; (b) a repeated or material Client Obligation Failure under Section 3.6; (c) nonpayment remaining uncured under Section 5.4; (d) Client fraud or unlawful activity materially related to the Services or Accounts; (e) Client conduct creating an imminent material risk to an Account, funds, a person, or DS Pro; or (f) threats of violence, or materially abusive or harassing conduct toward DS Pro personnel. Client Cause does not include DS Pro Cause, a neutral change in law, or platform suspension not attributable to Client.

2.12 DS Pro Cause means a termination by Client arising from: (a) DS Pro's material breach of this Agreement or an Order Form that remains uncured through the applicable Resolution Period under Section 9.3; or (b) DS Pro's fraud, Willful Misconduct, Gross Negligence, or unlawful performance materially related to the Services or Accounts.

2.13 Client Payment Reversal means a chargeback, card or bank dispute, stop-payment, ACH or debit return, payment cancellation, clawback, or similar reversal initiated or authorized by Client against an amount charged or paid to DS Pro. It does not include buyer chargebacks, marketplace or supplier disputes, Account-level refunds or reversals, platform adjustments, or a processor error not initiated or authorized by Client.

3) Client Obligations (Single Source of Truth)

This Section 3 is the single source of truth for all Client obligations. Other sections may reference these obligations but do not create additional obligations unless expressly stated.

3.1 Access and Verification

(a) Obligation. Client must provide and maintain working access to all Accounts. For the managed eBay seller account, access is granted by authorizing DS Pro's application through eBay's own consent flow; Client is not asked for, and must not send, that account's password. For every other Account, Client must provide the credentials or delegated permissions needed to perform the Services, using the method DS Pro specifies.

(b) 2FA/Verification. Client must respond to 2FA codes, identity verification requests, and similar security prompts within the following windows:

  • Urgent (order fulfillment, account security): Within 4 hours during business hours (9am-9pm Client local time), or within 12 hours outside business hours

  • Normal (routine verification): Within 24 hours

(c) Prior providers. If an Account was previously managed by another provider, Client must resolve any access, credential, or permission issues prior to or within 5 business days after the Service Start Date.

(d) Account ownership and authority. Client represents and warrants that Client owns each managed eBay seller account identified in an Order Form. For every associated supplier, payment, banking, shipping, fulfillment, marketplace, or related Account, Client represents and warrants that Client either owns it or has sufficient lawful authority from its owner to provide the Account and authorize DS Pro's access and operation. Client must promptly notify DS Pro if ownership or Client's authority changes.

(e) Delegated operational control. As between the Parties, DS Pro acquires no ownership interest in Client data or any Account. Client retains all ownership, control, administrative, seller or merchant-of-record, and beneficial rights that Client lawfully holds. During the Term, Client grants DS Pro a limited, non-exclusive, revocable authorization to perform the operational tasks described in the applicable Order Form using the resources Client provides. DS Pro determines and applies its internal methods, SOPs, workflows, and personnel in performing those tasks, subject to this Agreement and Client's documented instructions. Revocation that prevents performance may constitute Client Cause unless made in connection with a valid termination.

3.2 Funding

(a) Obligation. Client must maintain sufficient balances and valid payment methods on all Accounts to cover: purchases, refunds, chargebacks, platform fees, subscriptions, shipping costs, and all other costs that flow through the Accounts.

(b) Client Account Fees. Client is solely responsible for Client Account Fees (per Section 2.6). These are not deducted from Net Profit and are not DS Pro's responsibility.

(c) No DS Pro funding. DS Pro does not front funds for Account activity.

3.3 Communication and Responsiveness

(a) Primary channels. Direct messages via phone, a designated messaging app, and/or email, unless the Order Form states otherwise.

(b) Response windows.

  • Urgent (account health, suspensions, time-sensitive decisions): 6-12 hours

  • Normal (operational questions, approvals): 24-48 hours

(c) Escalations. Client must respond to DS Pro escalation requests within the applicable window. If Client is unresponsive, DS Pro may take the lowest-risk, account-protective action reasonably available (per Section 4.4).

3.4 Accuracy and Disclosure

(a) Documentation. Client must provide accurate business, tax, banking, and other requested documentation.

(b) Account health disclosure. At or before onboarding, Client must disclose all known or reasonably discoverable Account health issues, policy violations, restrictions, pending investigations, or enforcement actions. "Reasonably discoverable" includes information available through the Account's seller dashboard, performance metrics, policy status pages, or platform notifications.

3.5 Non-Interference

Client will not make uncoordinated changes to Accounts, listings, settings, or operations that disrupt DS Pro's ability to perform the Services. Client must notify DS Pro before making any direct changes to managed Accounts.

3.6 Consequences of Client Obligation Failure

(a) General consequences. If Client fails to meet any obligation in this Section 3:

  • DS Pro may pause Services immediately without liability

  • Client accepts the increased risk of enforcement actions, account health issues, defects, or reduced performance

  • DS Pro is not liable for any resulting damages

(b) Termination right. Repeated or material Client Obligation Failure constitutes Client Cause and may support termination under Section 8.2 after the applicable Resolution Period under Section 9.3, except where immediate action is permitted by Section 8.2.

(c) Resolution process. A repeated or material non-urgent failure is handled through the Resolution Period under Section 9.3 before termination for Client Cause. DS Pro may pause Services or take protective action during that period as permitted by this Agreement. Immediate protective action remains permitted when reasonably necessary to protect account health, Accounts, buyers, funds, credentials, data, or persons.

4) DS Pro Obligations

4.1 Scope of Services

DS Pro will perform the Services described in the Order Form. DS Pro will perform the Services with reasonable skill and care. DS Pro prioritizes account health in its operational decision-making; this describes an operating philosophy and decision priority, not a promised outcome, result, or heightened standard of care.

4.2 What DS Pro Does Not Do

Unless separately agreed in writing, DS Pro does not:

  • Provide capital, credit, or ongoing funding

  • Guarantee revenue, profit, account health, or account survival

  • Provide legal, tax, accounting/CPA, regulatory, licensing, product-compliance, or marketplace-policy advice, or assume responsibility for Client's overall compliance with applicable law or a platform's terms or policies. DS Pro is not a law firm, accounting firm, tax adviser, or authorized representative of any marketplace. The factual disclosure of a published marketplace policy in Section 7.8 is informational and is not marketplace-policy advice or an assurance of compliance

  • Represent Client before eBay/Amazon or other platforms as a legal agent

  • Assume any debts, obligations, or liabilities from prior service providers

4.3 Supplier Sourcing

(a) Client-funded suppliers. DS Pro will use Client-funded supplier accounts as the exclusive source for fulfillment. Client is solely responsible for maintaining sufficient funds per Section 3.2.

(b) Funding failures. If orders cannot be fulfilled due to insufficient Client funds or payment failures (Client Obligation Failure per Section 3.2), DS Pro may cancel or refund affected orders to protect account health. DS Pro is not liable for any resulting account health impact.

(c) Additional supplier accounts. DS Pro may request that Client create or provide additional Client-funded supplier accounts to expand sourcing options. Client is not obligated to comply, but refusal may limit DS Pro's ability to fulfill certain orders and may result in order cancellations.

4.4 Protective Action

If Client is unresponsive beyond the windows in Section 3.3, DS Pro may take the lowest-risk, account-protective action reasonably available. For example, DS Pro may reduce order volume, pause listings, or cancel orders to protect account health. DS Pro is not liable for consequences of protective actions taken due to Client Obligation Failure.

4.5 Reporting

(a) Cadence. DS Pro typically provides weekly operational updates and monthly summaries unless the Order Form states otherwise.

(b) Data sources. Reporting is based on platform records and DS Pro tracking. Platform records govern in case of conflict unless a documented error is shown.

4.6 DS Pro Tools

DS Pro may use DS Pro Tools to perform the Services. Unless an Order Form expressly states otherwise, DS Pro bears the cost of DS Pro Tools. Client is not entitled to access, copies, or disclosure of DS Pro Tools beyond what is necessary for DS Pro to perform the Services.

4.7 Client Approval for Account Fee Changes

(a) Approval required. DS Pro must obtain Client's prior written approval (email permitted) before taking any action that would increase Client Account Fees, including but not limited to:

  • Enabling or increasing pay-per-click advertising budgets

  • Enabling promoted listings with fixed fees or budget commitments

  • Upgrading store subscription tiers

  • Enabling express payout or other disbursement options with fees

  • Adding paid platform features or tools

  • Any other action that creates new recurring or one-time fees on Client's Accounts

(b) Approval process. DS Pro will provide:

  • Description of the proposed change

  • Estimated cost impact (monthly or one-time)

  • Rationale for the recommendation

Client must respond within the Normal response window (Section 3.3(b)). Failure to respond is deemed rejection, not approval.

(c) Client opt-out right. Client may decline any proposed fee change without penalty. DS Pro will not implement declined changes. Client's refusal does not constitute Client Obligation Failure.

(d) Emergency exception. If DS Pro reasonably believes immediate action is necessary to prevent account suspension or material harm, DS Pro may implement temporary changes without prior approval, provided:

  • The change is the minimum necessary to address the emergency

  • DS Pro notifies Client within 24 hours

  • Client may reverse the change upon request (subject to platform limitations)

  • DS Pro documents the emergency justification

(e) Unauthorized changes. If DS Pro implements a fee change without required approval (and no emergency exception applies), DS Pro will reimburse Client for the resulting fees, up to a maximum of 2 months of the unauthorized fees. Amounts reimbursed under this Section 4.7(e) count toward the cap in Section 7.3(a).

5) Compensation and Invoicing

5.1 Order Form controls. Fees, profit splits, subscription schedules, cumulative paid-invoice bonuses, and payment directions are stated in the Order Form.

5.2 Monthly invoicing. Unless the Order Form states otherwise, DS Pro invoices monthly for the prior Measurement Period, on or around the first of each month.

5.3 Payment terms. Unless the Order Form states otherwise, invoices are due within 7 days of invoice date.

5.4 Past-Due Amounts and Client Payment Reversals.

(a) Past-due amounts. If any undisputed invoice amount is not paid when due, DS Pro may, upon written notice, immediately pause all or affected Services, decline new orders, expenses, or commitments, and take reasonable protective action until the amount is paid. A written past-due notice delivered after the amount becomes due begins a Resolution Period under Section 9.3 for that nonpayment. The earlier statement-review process does not begin or consume the nonpayment Resolution Period. If the undisputed amount remains unpaid when the nonpayment Resolution Period expires, DS Pro may terminate for nonpayment under Section 8.2.

(b) Questions and good-faith disputes. Invoice questions, profit-statement discrepancies, reconciliation requests, and payment disputes are governed by Section 9.3 and the applicable Order Form. To withhold a disputed portion without that portion becoming past due, Client must raise the dispute in good faith no later than the invoice due date, identify the amount and reasonable basis in writing, timely pay every undisputed amount, and participate reasonably in reconciliation. A later question raised during the applicable statement-review period remains eligible for explanation, correction, or credit but does not retroactively suspend the payment deadline. A good-faith question or dispute, standing alone, is not Client Cause.

(c) Client Payment Reversals. A Client Payment Reversal is not a substitute for the Section 9.3 process, except where Client reasonably disputes an unauthorized or fraudulent charge, must act to preserve a non-waivable right or issuer deadline, or cannot practicably notify DS Pro first. Client must then notify DS Pro promptly and cooperate in good faith. A Client Payment Reversal is a new triggering issue, and DS Pro's written notice after the reversal begins its Resolution Period unless that reversal is already being addressed in an open Resolution Period. DS Pro may, upon written notice, immediately exercise the measures in Section 5.4(a) while a Client Payment Reversal remains outstanding and may submit records or evidence to the processor or financial institution. Initiating a Client Payment Reversal does not decide the merits, discharge an amount ultimately agreed or determined to be due, or permit double recovery. DS Pro may terminate for Client Cause under Section 8.2 when the Resolution Period expires only if (i) a reversed amount that is undisputed, agreed in writing, or finally determined to be due remains unrestored; or (ii) a knowingly false, duplicative, materially misleading, or bad-faith reversal or its material consequences remain uncured. Conduct independently qualifying as fraud remains subject to Section 8.2(b). A genuinely unresolved reversal may support continued proportionate suspension or termination for convenience, but does not by itself establish Client Cause. Client remains responsible for every reversed amount ultimately agreed or determined to be due. To the extent permitted by law, Client is also responsible for non-refundable processor or dispute fees actually charged to DS Pro in connection with a reversal of an amount ultimately agreed or determined to be due, except to the extent the fees resulted from DS Pro's unauthorized, duplicate, erroneous, or materially incorrect charge. Client is responsible for reasonable collection costs actually incurred only to the extent the reversal was knowingly false, duplicative, materially misleading, or initiated in bad faith.

(d) Resolved amounts. An amount corrected, agreed in writing, or finally determined to be due after reconciliation is payable within 5 business days and is not past due before that deadline. If it remains unpaid afterward, a written past-due notice begins a new nonpayment Resolution Period under Section 9.3.

5.5 Payment method. Payments are processed via a third-party payment processor or another method stated in the Order Form.

5.6 Invoicing responsibility. All invoices are issued to, and payable by, Client. If Client is a natural person, Client is personally responsible for all fees, profit share, termination fees, and other amounts owed under this Agreement and associated Order Forms. If Client is an entity, those obligations belong to the entity, and the individual signing or accepting on its behalf does not personally guarantee them merely by signing or accepting. Any personal guarantee must be stated in a separate written guarantee expressly accepted by the guarantor.

6) Confidentiality and Intellectual Property

6.1 Mutual Confidentiality

Each Party will protect the other's Confidential Information and use it only to perform under this Agreement.

6.2 Exceptions

Confidentiality does not apply to information that is: public, independently developed, lawfully received from a third party, or required to be disclosed by law/court order.

6.3 DS Pro Tools Are Confidential

DS Pro Tools, SOPs, workflows, templates, and methods are DS Pro Confidential Information. Client will not copy, reverse engineer, decompile, disclose, or permit third-party access except as expressly authorized in writing.

6.4 Intellectual Property

(a) DS Pro IP. DS Pro retains ownership of all pre-existing IP, including DS Pro Tools, templates, SOPs, training, automations, and internal systems.

(b) Client IP. Client retains ownership of Client data and all ownership, control, and administrative rights in Accounts that Client lawfully holds. DS Pro acquires no ownership interest in any Account.

(c) Created assets. Unless otherwise stated in the Order Form, operational assets created specifically for Client (e.g., listing copy) are owned by Client upon full payment, excluding DS Pro's underlying systems/templates.

6.5 Non-Solicitation

During the term and for 12 months after termination, Client will not directly or indirectly hire, contract with, or solicit DS Pro employees or contractors introduced through the Services without DS Pro's written consent. Breach of this Section may cause irreparable harm for which either Party may seek relief under Section 9.7(a).

7) Liability, Risk, and Indemnification

7.1 Platform Risk

Compliance with applicable law does not establish compliance with marketplace terms or policies, and a method's marketplace-policy status is separate from whether a platform detects, reviews, or enforces against activity. A platform independently decides whether it detects or classifies activity and whether and how it acts. Its actions may include removing listings or other content, issuing warnings, restricting activity, or suspending an Account. DS Pro does not predict, represent, warrant, or control whether or when a platform detects, reviews, classifies, or enforces against activity, and does not guarantee that any operating method will avoid review or enforcement, preserve Account standing, or be accepted by a platform. eBay, Amazon, and other third parties may also restrict, suspend, or terminate Accounts for other reasons outside DS Pro's control, including policy changes, automated enforcement, and Account history. The specific fulfillment method and current eBay policy disclosure are stated in Section 7.8 and the Operational Overview.

7.2 No Guaranteed Results

DS Pro makes no guarantees regarding profit, revenue, account health, scaling speed, or outcomes.

7.3 Limitation of Liability (Controlling)

This Section 7.3 is the single, controlling limitation of liability for this Agreement, all Order Forms, and the applicable Data Protection Agreement. Any provision of this Agreement, any Order Form, or any Data Protection Agreement that references DS Pro's liability, fault, or responsibility is subject to and governed by this Section 7.3, and no such provision expands DS Pro's liability beyond, or imposes a monetary limit different from, this Section 7.3. Remedies expressly granted elsewhere in this Agreement (including Sections 4.7(e), 7.4(b), and 8.3(f)) remain available, subject in all cases to this Section 7.3.

(a) Cap. To the maximum extent permitted by law, and except as provided in Sections 7.3(e) and 7.3(f), DS Pro's total aggregate liability arising out of or relating to this Agreement, all Order Forms, and any Data Protection Agreement will not exceed the lesser of (i) the Net Fees paid or payable to DS Pro in the 12 months preceding the event giving rise to the claim (or, if the Services have been provided for less than 12 months, the average monthly Net Fees over that shorter period multiplied by 12), or (ii) US $10,000. This is a single aggregate cap: it applies once across all claims, Accounts, Order Forms, and Data Protection Agreements, regardless of the number of incidents or claimants. If more than one person asserts a claim, they must allocate the cap among themselves, and a failure to agree does not increase it.

"Net Fees" means the amounts DS Pro invoiced to Client as DS Pro's own compensation for the Services — its service fee and any setup, onboarding, or bonus amounts — excluding Pass-Through Costs. "Pass-Through Costs" means any amount DS Pro collects, receives, advances, or disburses for Client's account rather than as its own compensation, including gross sales proceeds and marketplace payouts, supplier and product costs, shipping and carrier charges, duties and taxes, refunds and chargebacks, marketplace and payment-processor fees, Client Account Fees, and amounts paid to any subcontractor or third party on Client's behalf.

For clarity, as an example: if in a Measurement Period an Account generates $50,000 in gross sales proceeds, incurs $40,000 of supplier, shipping, and marketplace costs, and DS Pro invoices a $3,000 service fee, the Net Fees for that Measurement Period are $3,000.

(b) No indirect damages. DS Pro will not be liable for indirect, consequential, special, punitive, or lost-profit damages. Client acknowledges that future account performance is inherently uncertain and unpredictable, that this allocation of risk is reflected in DS Pro's pricing and profit-share structure, and that Client had the opportunity to review this allocation and ask questions before signing and before paying any fee.

(c) Third-party limitation. DS Pro is not responsible for third-party outages, enforcement actions, policy changes, or tool failures beyond DS Pro's control.

(d) Client Obligation Failure. DS Pro is not liable for any damages arising from Client Obligation Failure under Section 3.

(e) Client Money Held by DS Pro. Any amount DS Pro holds, collects, or receives for Client's account — including any balance Client deposits for purchasing — is Client's property, is held for Client's benefit, and is not available for DS Pro's own use. Section 7.3(a) does not limit a claim by Client to recover such amounts, and DS Pro's liability on such a claim is limited to the amount held or unremitted. Nothing in this Section 7.3 limits DS Pro's obligation to remit or account for Client's funds.

(f) Uncapped Liability. Nothing in this Agreement, any Order Form, or any Data Protection Agreement limits or excludes DS Pro's liability for its own fraud, Willful Misconduct, or Gross Negligence, or any liability that cannot be limited or excluded under applicable law. Section 7.3(b) does not apply to liability described in this Section 7.3(f) to the extent applicable law prohibits its application.

(g) Mutual Limitation. Except for Client's payment obligations (Section 5), indemnification obligations (Section 7.4(a)), and misuse of DS Pro Confidential Information or DS Pro Tools (Section 6), Client's liability arising out of or relating to this Agreement is subject to the same cap and exclusions as DS Pro's under this Section 7.3.

(h) Aggregation. For purposes of this Section 7.3, DS Pro and its Affiliates are treated as a single party, and claims by Client together with any entity under common control with Client are aggregated against the same cap. "Common control" means direct or indirect ownership of more than 50% of the voting interests.

7.4 Indemnification

(a) Client indemnity. Client will indemnify and hold harmless DS Pro from third-party claims, losses, and expenses arising from: Client's products/data/instructions, platform violations attributable to Client or pre-existing account history, taxes/licensing, or buyer disputes outside DS Pro's reasonable control.

(b) DS Pro responsibility. DS Pro will indemnify and hold Client harmless from third-party claims, losses, and expenses to the extent caused by DS Pro's Gross Negligence, Willful Misconduct, fraud, breach of its confidentiality obligations (Section 6), or breach of its data-security or data-protection obligations (Sections 7.5 through 7.7 or any applicable Data Protection Agreement). DS Pro's total liability for any claim under this Section 7.4 or otherwise is governed exclusively by, and subject to, the Limitation of Liability in Section 7.3. Nothing in this Section 7.4 creates, expands, or independently limits liability beyond Section 7.3.

7.5 Data Security

(a) Credential handling. Client will provide access securely. DS Pro will use reasonable measures to protect credentials and restrict access to authorized personnel.

(b) Security incident notice. If DS Pro becomes aware of a material security incident involving Account credentials or Account data — whether held in DS Pro's own systems or reported to DS Pro by a Third-Party Platform (as defined in Section 7.6) — DS Pro will notify Client within a reasonable time after becoming aware and, for incidents involving Personal Information or Sensitive Platform Data, within the time required by Section 11 of the applicable Data Protection Agreement.

(c) Payment information. Where possible, Client will enter payment method information directly into the applicable platform. If Client asks DS Pro to enter payment information on Client's behalf, DS Pro will use it solely to complete that setup and will not retain full payment card numbers afterward.

7.6 Third-Party Platforms

DS Pro may use third-party software platforms, service providers, and subprocessors ("Third-Party Platforms") to perform the Services, including to store, access, and process Account data, login credentials, order information, payment-related information, and other personal information reasonably necessary to perform the Services. Client authorizes DS Pro to share such information with Third-Party Platforms for that purpose. Client's use of any Third-Party Platform may also be governed by that platform's own terms and privacy policy. DS Pro will use commercially reasonable efforts to engage Third-Party Platforms that maintain reasonable security and data-protection practices, and remains responsible for their processing of personal information in connection with the Services.

7.7 Data Protection Agreement

The Parties' processing of personal information in connection with the Services is governed by the DS ProSolution Data Protection Agreement together with the Schedule matching Client's location (United States, Canada, or United Kingdom/EEA/International), which are incorporated into this Agreement. DS Pro will obtain Client's signature or electronic or email acceptance of the Data Protection Agreement before onboarding, accessing Accounts, collecting credentials, processing Account data, or routing personal information to any Third-Party Platform, except for legally permitted processing necessary to deliver the Data Protection Agreement or complete preliminary contracting. If there is a conflict between this Agreement and the Data Protection Agreement regarding the processing of personal information, the Data Protection Agreement controls.

7.8 Informed Acknowledgment and Assumption of Risk

(a) Understanding of the Service. Client acknowledges that Client has received and reviewed the DS ProSolution Operational Overview (a plain-language description of how the Services operate), and understands that, to perform the Services, DS Pro accesses and operates Client's Accounts and the associated supplier, payment, shipping, and connected accounts and services on Client's behalf, and processes Account and order data through third-party platforms and infrastructure providers. After a buyer orders a product listed on Client's eBay Account, DS Pro may purchase that product from another retailer or marketplace through a supplier account Client provides, including Amazon, and direct that retailer or marketplace to ship the product to the eBay buyer. Client is receiving the material description of the operating model and its material risks needed to make this acknowledgment; DS Pro's internal SOPs, tools, workflows, decision rules, and other implementation details remain DS Pro Confidential Information under Section 6. Confidentiality does not replace disclosure of the material fulfillment method or material marketplace-policy risk, and DS Pro will not materially change the disclosed operating method or introduce a materially different risk without an updated disclosure and acceptance.

(b) Assumed Risks. Client understands and accepts the following inherent risks, and agrees that, subject to Section 7.3, DS Pro is not liable for losses arising from them:

  • (i) Account and property risk. Any account, marketplace, supplier, payment, or connected service that Client authorizes DS Pro to access or operate may at any time be limited, restricted, suspended, held, deactivated, closed, or terminated — by a platform or provider, automated enforcement, policy change, account history, or other cause — and may become temporarily or permanently inoperable. Marketplace account suspension is an inherent risk of managed marketplace operation. DS Pro does not guarantee the availability, standing, longevity, or survival of any account or connected service. Client understands that, as of this Agreement's Version date, the retailer-or-marketplace-to-buyer fulfillment method disclosed in Section 7.8(a) and the Operational Overview does not comply with eBay's then-currently published dropshipping policy. Client nevertheless directs and authorizes DS Pro to operate the Accounts using that disclosed method. Client's authorization does not make the method compliant with eBay's or another platform's terms or policies. Client accepts the disclosed detection, review, enforcement, and account-loss risks as to the authorized methods, acknowledges that alternatives (including self-management or other service models) were available, and chose this model for its benefits.

  • (ii) Data-incident risk outside DS Pro's reasonable control. Despite reasonable safeguards, personal information and Account data may be exposed, accessed, altered, lost, or misused as a result of events outside DS Pro's reasonable control, including a security incident at a third-party platform, subprocessor, or infrastructure provider, or a sophisticated attack that succeeds notwithstanding reasonable security. Client accepts this residual risk.

  • (iii) Third-party dependency risk. The Services depend on third-party platforms, providers, and tools; their outage, change, suspension, deprecation, or failure may interrupt or degrade the Services.

  • (iv) No guaranteed results. DS Pro does not guarantee profit, revenue, sales volume, account health, or any specific outcome.

(c) What is NOT assumed. Nothing in this Section 7.8 waives, limits, or releases: (i) DS Pro's own Gross Negligence, Willful Misconduct, or fraud; (ii) DS Pro's breach of its confidentiality, data-security, or data-protection obligations resulting from DS Pro's failure to maintain reasonable safeguards; or (iii) any right of an individual, or any obligation of DS Pro, under mandatory privacy, consumer, or other non-waivable law (including statutory breach-notification duties). Client's authorization and acceptance of the disclosed marketplace-policy risk, standing alone, does not establish negligence, Gross Negligence, or Willful Misconduct; whether DS Pro engaged in Gross Negligence, Willful Misconduct, or fraud remains governed by Sections 2.9, 2.10, and 7.3(f). Liability for any of the foregoing is governed by Section 7.3.

(d) Recovery services. Any limited, specified account-recovery service is described only in the applicable Order Form. Except as expressly stated in an Order Form, DS Pro has no obligation to recover, restore, appeal, or remediate any suspended, restricted, or inoperable account or service.

(e) Informed consent. Client separately acknowledged the Operational Overview by a distinct affirmative act. Client separately acknowledged this Section 7.8 and Section 9 through distinct affirmative acts as part of the contracting process. For initial onboarding, the Overview and section-specific acknowledgments occur before Client pays any fee and before the Service Start Date; for a later MSA restatement, the current-version acknowledgments occur before Client resumes access to Services gated on acceptance of the restatement. Client confirms Client had the opportunity to review all documents and ask questions before signing. Client understands that the factual disclosure of eBay's published policy in this Section and the Operational Overview is informational and is not legal, tax, regulatory, or marketplace-policy advice. Client further confirms that Client is not relying on any representation that Client's business, products, Accounts, transactions, or the authorized operating methods comply with applicable law or a platform's terms or policies.

8) Term and Termination

8.1 Termination for Convenience

Either Party may terminate this Agreement or an affected Order Form for convenience on 14 days' written notice. Unless the applicable Order Form states otherwise, termination takes effect on the last day of the first full Measurement Period that begins after the 14-day notice period ends. Termination of this Agreement terminates all active Order Forms; termination of one Order Form does not terminate this Agreement or any other Order Form. If Client terminates this Agreement, each active Order Form is treated as terminated by Client for convenience for purposes of that Order Form's Minimum Term Fee. DS Pro's convenience termination never creates a Minimum Term Fee.

Example: Notice given January 10 → the 14-day notice period ends January 24 → the first full Measurement Period beginning after January 24 is February → termination effective February 28, 2026 (last day of February).

8.2 Termination for Cause

(a) Material breach and cure. Either Party may terminate this Agreement or an affected Order Form if the other Party materially breaches it and fails to cure during the Resolution Period under Section 9.3 after receiving written notice that reasonably describes the breach. Termination is effective when the non-breaching Party gives written termination notice after the Resolution Period expires. A breach incapable of cure may be terminated immediately upon written notice.

(b) Immediate serious grounds. Either Party may terminate immediately upon written notice if: (i) the other Party commits fraud or unlawful activity materially related to the Services or Accounts; (ii) continued performance would violate applicable law or a binding governmental order; or (iii), to the extent permitted by applicable law, the other Party ceases ordinary business, enters liquidation or dissolution, or becomes subject to an insolvency, receivership, or bankruptcy proceeding not dismissed within 60 days. DS Pro may also terminate immediately if Client's conduct creates an imminent material risk to an Account, funds, a person, or DS Pro, or for threats of violence or materially abusive or harassing conduct toward DS Pro personnel.

(c) Cause classification. Client Cause and DS Pro Cause classify termination only for the fee and refund consequences stated in the applicable Order Form; they do not expand liability or establish disputed facts merely because one Party alleges cause.

(d) Controlling liability rule. Termination does not expand either Party's liability. Except for accrued payment obligations and an expressly applicable Minimum Term Fee, all damages and monetary remedies arising from breach or termination are governed exclusively by Section 7.3. Nothing in this Section limits liability made uncapped by Section 7.3(f).

8.3 Effect of Termination

(a) Cessation of Services. Upon termination, DS Pro will cease operations and remove team access within a reasonable period.

(b) Final invoices. Outstanding fees and any agreed true-ups remain due.

(c) Compensation retention. DS Pro retains all compensation received through the termination date.

(d) Order Form governs specifics. Refund rights, termination fees, and minimum terms (if any) are stated in the Order Form.

(e) Offboarding and handback. Within a reasonable period after termination, DS Pro will (i) cease all activity on the Accounts and remove its team's access; (ii) at Client's request, return or delete Client credentials and Client data in DS Pro's possession, except where retention is required by law or to resolve open transactions; and (iii) provide Client a reasonable summary of open orders and pending items as of the termination date.

(f) In-flight orders, funds, and post-termination disputes. The Parties will cooperate in good faith to wind down orders placed before the termination date. Client retains whatever rights in Account funds Client lawfully holds. Client remains responsible for funding, refunds, chargebacks, and buyer disputes attributable to orders placed during the term, including those that arise after termination. DS Pro is not responsible for buyer disputes, refunds, or chargebacks arising after the termination date, except to the extent caused by DS Pro's Gross Negligence or Willful Misconduct.

8.4 Survival

Sections 2 (Definitions), 5 (as to amounts accrued through the termination date), 6 (Confidentiality and IP), 7 (Liability), 8.3 (Effect of Termination), this Section 8.4, and 9 (Disputes, Governing Law, and Miscellaneous) survive termination or expiration of this Agreement, together with any other provision that by its nature is intended to survive; the applicable Data Protection Agreement survives in accordance with its terms.

9) Disputes, Governing Law, and Miscellaneous

9.1 Notice and Cure. Section 8.2 governs the standards for termination. Section 9.3 governs the Resolution Period for notice, explanation, reconciliation, and cure unless this Agreement expressly permits immediate action.

9.2 Governing Law. This Agreement, each Order Form, each Data Protection Agreement, the Services, Account activity, onboarding, fees, termination, data processing, and security incidents are governed by the laws of the State of New Mexico, excluding its conflict-of-law rules, except that mandatory privacy, consumer, platform, or other non-waivable laws apply to the extent they cannot be waived.

9.3 Resolution Notice, Resolution Period, and Informal Escalation.

(a) Starting the process. Receipt of a profit statement or related invoice begins the resolution process only for questions concerning that statement or invoice. For an alleged breach, nonpayment, Client Payment Reversal, request for cure, or any other dispute or unresolved contractual issue, a Party starts the process by written notice delivered after the triggering event and reasonably identifying the issue, the affected amount or Account if applicable, the requested resolution, and reasonably available supporting records (a "Resolution Notice"). A written notice under Section 3.6, 5.4, or 8.2, or under an Order Form's reconciliation procedure, is also a Resolution Notice if it reasonably contains that information. A later missed payment, Client Payment Reversal, or other breach is a distinct triggering issue whose Resolution Period cannot begin before that event and the required notice.

(b) Resolution Period. The "Resolution Period" is the 14 days beginning when the applicable profit statement, invoice, or Resolution Notice is received. During that period, the Parties will attempt in good faith by email, video, telephone, or written submission to explain, document, reconcile, resolve, and, where applicable, cure the issue. A later notice, escalation, or demand concerning the same existing issue does not restart, extend, or stack another Resolution Period unless the Parties agree otherwise in writing. A new breach, nonpayment, reversal, or other event is a different issue and may begin its own Resolution Period only after it occurs. Different issues may have different Resolution Periods.

(c) Interim measures during resolution. During a Resolution Period, DS Pro may temporarily pause all or affected Services, decline new orders, expenses, or commitments, reduce operations, or take reasonable protective or wind-down measures if permitted by Section 3.6 or 5.4, or if specific known facts provide an objectively reasonable basis to conclude that continued performance would create or materially increase a material operational, financial, legal, account, security, data, or safety risk beyond the ordinary existence or amount of a good-faith dispute. A question or good-faith dispute, standing alone, does not justify suspension. Suspension will be limited to affected Services where reasonably practicable and does not terminate this Agreement or an Order Form, trigger a Minimum Term Fee or refund, excuse accrued obligations, establish Client Cause, or waive a later right to terminate. DS Pro will resume affected Services within a reasonable period after the grounds for suspension are cured or otherwise resolved, subject to payment of accrued undisputed amounts and any reasonable operational restart requirements.

(d) Resolution outcomes. During or when the Resolution Period ends: (i) the Parties may resolve the issue and continue performance; (ii) a Party may terminate under Section 8 if the requirements for termination are satisfied; or (iii) an unresolved dispute may proceed under Section 9.4 or a court proceeding expressly permitted by this Agreement. Cure, reconciliation, notice, and informal-escalation requirements concerning the same issue run as the single Resolution Period under this Section and are not consecutive waiting periods. A Party may not rely on expiration of the Resolution Period for cause termination to the extent that Party's material failure to provide reasonably available records or cooperation prevented timely reconciliation or cure.

(e) Immediate-action exceptions. Nothing in this Section delays or prevents immediate suspension or protective action for a Client Payment Reversal, compromised credentials or data, or imminent material risk; immediate termination where Section 8.2 permits it; preservation of claims; compliance with a regulator, platform, issuer, processor, or legal deadline; or interim relief under Section 9.7A. Except for small-claims filings, interim relief under Section 9.7A, regulator complaints, or another non-waivable exception, the Parties will still complete the Resolution Period before filing a proceeding on the merits.

(f) Pre-filing notice requirements. Before filing arbitration or another merits proceeding subject to this Section, the complaining Party must supplement its Resolution Notice, if necessary, with the complaining Party's name and contact information, the affected Account(s) and Order Form(s), the specific relief requested, copies of reasonably available supporting records, and the signature of the complaining natural person or an authorized representative of a complaining entity. Notices to DS Pro must be sent to support@dsprosolution.com and to DS Pro's business address stated above. Applicable statutes of limitation and contractual filing deadlines are tolled from receipt of a Resolution Notice through the end of the Resolution Period, but payment deadlines, operational response requirements, and obligations to protect Accounts, buyers, funds, credentials, or data are not tolled unless the Parties agree otherwise in writing. Completion of this Section is a condition precedent to arbitration; the sole procedural remedy for premature filing is a stay pending completion, which the arbitrator may order.

9.4 Binding Individual Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement, any Order Form, any Data Protection Agreement, the Services, the Accounts, onboarding, fees, profit statements, reconciliation, termination, data processing, data security, or security incidents (each, a "Dispute") will be resolved by binding arbitration on an individual basis, seated in Bernalillo County, New Mexico, administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, including the Expedited Procedures for claims within the threshold stated in those Rules — except that (i) if the AAA determines that its Consumer Arbitration Rules apply, the Consumer Arbitration Rules (including their fee schedule and the Consumer Due Process Protocol) will apply, and (ii) where mandatory law requires a different rule set, fee allocation, or procedure, those mandatory requirements control. The arbitration will be conducted in English before a single arbitrator, who will issue a written, reasoned award. Claims within the documents-only threshold of the applicable Rules will be decided on written submissions unless the arbitrator or the Rules require a hearing. If the AAA declines or is unavailable to administer an arbitration consistent with this Section 9, the Parties will agree on a substitute administrator; if they cannot agree within 30 days, a court identified in Section 9.7 may appoint an arbitrator under 9 U.S.C. § 5, and this agreement to arbitrate remains fully enforceable. This Section 9 also applies to, and may be enforced by, DS Pro's members, managers, officers, employees, contractors, and affiliates with respect to Disputes arising out of or relating to the Services.

9.4A Class Action and Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO LITIGATE OR ARBITRATE ANY DISPUTE AS A CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, REPRESENTATIVE, OR PRIVATE-ATTORNEY-GENERAL ACTION, OR AS A MEMBER OF ANY CLASS OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES TRIAL BY JURY IN ANY COURT PROCEEDING PERMITTED UNDER SECTION 9.7. The enforceability and interpretation of this Section 9.4A are for a court, not the arbitrator, to decide. If a final judicial determination holds the class waiver unenforceable as to a particular claim or request for relief, then that claim or request for relief — and only it — may proceed in a court identified in Section 9.7 (stayed, at either Party's request, pending arbitration of all other Disputes), and all other Disputes remain subject to individual arbitration under this Section 9. Unenforceability of the jury waiver does not affect the agreement to arbitrate or the class waiver. If 25 or more similar demands are filed by or with coordinated counsel, the AAA Mass Arbitration Supplementary Rules and their fee schedules apply.

9.4B Law Governing this Arbitration Agreement. This agreement to arbitrate evidences a transaction involving interstate and international commerce and is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1–16, and, for Disputes involving a Party not domiciled in the United States, Chapter 2 of that Act implementing the New York Convention. New Mexico law under Section 9.2 governs the merits of the Parties' rights and obligations but does not govern the enforceability, scope, or interpretation of this agreement to arbitrate.

9.4C Delegation. The arbitrator has exclusive authority to resolve all disputes regarding the interpretation, applicability, enforceability, or formation of this Agreement and of this agreement to arbitrate, including any claim that all or any part is void or voidable and any question of arbitrability — except that (i) the enforceability and interpretation of Section 9.4A (class and jury waiver) are reserved to a court, and (ii) whether a claim qualifies for small-claims court under Section 9.7(b) is for that court.

9.5 Remote Proceedings. Hearings, conferences, evidence, and argument will occur remotely by video, telephone, or written submission unless the arbitrator determines an in-person proceeding is legally required or both Parties agree in writing. The Parties consent to electronic service and remote appearance to the fullest extent permitted by law and the tribunal's rules.

9.5A Confidentiality of Proceedings; Information Exchange. The Parties will keep confidential the existence, filings, evidence, and award of any arbitration under this Section 9, except disclosures (i) to legal, tax, accounting, insurance, or financial advisers bound by confidentiality duties; (ii) as necessary to compel arbitration or to confirm, vacate, or enforce an award; (iii) to regulators or as required by law or legal process; or (iv) with the other Party's prior written consent. This Section does not limit Section 9.8. The arbitrator will manage information exchange consistent with the expedited and streamlined procedures of the applicable AAA rules, limited to what is necessary and proportionate to the claims; depositions require a showing of substantial need.

9.6 No Claim Splitting. Related disputes under this Agreement, any Order Form, any Data Protection Agreement, Account activity, invoices, profit statements, onboarding, termination, data processing, or security incidents must be brought in the same proceeding to the maximum extent permitted by law, and may not be split across multiple courts, countries, or proceedings unless non-waivable law requires otherwise.

9.7 Court Carve-Outs and Enforcement. Either Party may (a) seek temporary, preliminary, or emergency injunctive relief as provided in Section 9.7A; (b) bring an individual claim in a small-claims court — or the closest equivalent court or tribunal of limited jurisdiction for modest claims, such as the small claims track of the County Court in England and Wales or a provincial small-claims court or tribunal in Canada — located where Client resides or in Bernalillo County, New Mexico, so long as the claim qualifies for, and remains in, that court on an individual basis (whether a claim so qualifies is for that court to decide); and (c) ask a court to compel arbitration, to appoint an arbitrator under 9 U.S.C. § 5, to confirm, vacate, modify, or enforce an arbitration award, or to hear claims a court finds non-arbitrable. For proceedings under clause (c) to compel arbitration or to confirm, vacate, or modify an award at the seat, the Parties consent to exclusive jurisdiction and venue in the state and federal courts located in Bernalillo County, New Mexico, unless non-waivable law requires otherwise; provided that either Party may seek recognition and enforcement of an award or resulting judgment, and enforcement of interim measures, in any court of competent jurisdiction, including where the other Party resides or holds assets.

9.7A Interim Relief. Either Party may seek temporary, preliminary, or emergency injunctive relief from a court identified in Section 9.7 to prevent actual or threatened misuse of Confidential Information, account credentials, Accounts, funds, intellectual property, or personal information, pending the arbitrator's determination of the merits; the merits of the underlying Dispute remain subject to arbitration under Section 9.4, and the arbitrator retains authority over final relief. Either Party may instead seek interim or emergency measures from the arbitrator or an emergency arbitrator under the applicable AAA rules. Seeking interim relief is not a waiver of the right to arbitrate and is not incompatible with this Section 9.

9.8 Privacy and Regulator Carve-Outs. Nothing in this Agreement prevents an individual from contacting a privacy regulator, prevents a regulator from exercising lawful jurisdiction, or waives rights that cannot be waived under applicable privacy or consumer laws. Nothing in this Agreement waives any right that applicable law does not permit to be waived, including any non-waivable right of an individual habitually resident in Canada or the United Kingdom to bring a particular claim before a local court or tribunal of mandatory jurisdiction or before a privacy or consumer regulator; all Disputes not subject to such a non-waivable right remain subject to this Section 9.

9.9 Fees and Awards. The arbitrator may award any remedy available under this Agreement or applicable law. Administrative and arbitrator fees are allocated under the applicable AAA rules, except that for any Dispute pursued by Client in an individual capacity: (a) Client's share of AAA filing, administrative, and arbitrator fees will not exceed the consumer filing fee under the AAA Consumer Arbitration Rules fee schedule then in effect (or the applicable AAA Commercial filing fee, if lower); (b) DS Pro will pay all AAA filing, administrative, and arbitrator fees above that amount; and (c) if Client prevails on any claim, DS Pro will reimburse Client's paid filing fee. This Section does not limit the arbitrator's authority under the applicable rules to reallocate fees upon a finding that a claim or defense was filed for purposes of harassment or is patently frivolous. Each Party otherwise bears its own attorneys' fees and costs, except where this Agreement or applicable law provides otherwise.

9.10 Entire Agreement; Supersession. This Agreement, together with all Order Forms and the applicable Data Protection Agreement, is the entire agreement of the Parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and understandings, written or oral, including any earlier version of a master services agreement between the Parties. Order Forms and Data Protection Agreements entered into under an earlier version remain in effect and are deemed entered into under, and governed by, this Agreement.

9.11 Amendments.

(a) This Agreement and its schedules. DS Pro may modify this Agreement, and any policy or schedule it incorporates, on at least 30 days' written notice before the change takes effect, given by email to Client's notice address and through the Services. A modification does not alter any Account Term. A modification applies prospectively only: it does not apply to any Dispute, act, or omission occurring before its effective date, does not affect an obligation already accrued, and does not apply to a Measurement Period that has commenced as of that date. If a modification is material and adverse to Client, Client may object by written notice before the effective date, in which case the version of this Agreement in effect immediately before the change continues to govern Client's existing Order Forms; or Client may terminate the affected Order Form(s) under Section 8.1 with no Minimum Term Fee and no other termination charge. Continued use of the Services after the effective date is acceptance. DS Pro will not exercise this Section to accomplish indirectly any change that Section 9.11(c) requires both Parties to accept.

(b) Changes required by law. Where a modification is required to comply with applicable law, DS Pro may make it effective on shorter notice, or immediately if the law so requires. A modification under this subsection is limited to what the law requires; no other change may be made under it.

(c) Account Terms require both Parties. "Account Terms" means the economic parameters recorded for an Account when its Order Form is accepted: the package, the setup fee, service fee percentage and profit split, any subscription installment schedule and its already-agreed successor terms, cumulative paid-invoice bonus thresholds, the minimum term and Minimum Term Fee, any promotion applied, and the definition of Net Profit applicable to that Account. Historical recoupment rates and milestone thresholds preserved in an earlier immutable Order Form snapshot remain evidence of the Account Terms accepted under that earlier agreement, but they do not create a current recoupment or milestone calculation. Account Terms are fixed for that agreement version and may be changed only by a new Order Form or a written amendment accepted by both Parties (electronic acceptance permitted). A pre-agreed successor version may activate automatically at the event stated in that agreement. Section 9.11(a) does not permit DS Pro to change an Account Term unilaterally, whether directly or by amending a definition or method of calculation on which an Account Term depends.

(d) Version applicable to an Order Form. The version of this Agreement in effect on the date an Order Form is accepted governs that Order Form. Each new Order Form is accepted under DS Pro's then-current Agreement and then-current Account Terms, which may differ in material respects, including in the economics offered.

(e) Order of precedence. Where they conflict: (i) a written amendment signed or electronically accepted by both Parties; (ii) the accepted Order Form and its Account Terms, but only as to that Order Form; (iii) the applicable Data Protection Agreement; (iv) this Agreement.

(f) Data Protection Agreement. DS Pro may update the applicable Data Protection Agreement where the update is required to comply with applicable law or is expressly permitted by that agreement, or where the update (i) is commercially reasonable, (ii) does not materially reduce the security of the Services, (iii) does not expand the scope of DS Pro's processing of Client's personal data or remove a restriction on it, and (iv) does not have a material adverse effect on Client's rights under that agreement. Any other change to that agreement is governed by Section 9.11(a).

9.12 Assignment. Neither Party may assign this Agreement without the other's written consent, except to a successor in merger/acquisition.

9.13 Force Majeure. Neither Party is liable for delays or failures resulting from causes beyond reasonable control, including: acts of God, natural disasters, war, terrorism, riots, embargoes, government actions, platform outages, third-party infrastructure failures, cyberattacks, payment processor outages, platform policy changes, and pandemics. The affected Party shall provide prompt notice and use reasonable efforts to mitigate. Force majeure does not include a platform's enforcement, policy, or account-standing decisions concerning Client's Accounts, which are addressed by Sections 7.1 and 7.8. Force majeure does not excuse Client's payment obligations for Services already performed, or DS Pro's data-security, Security Incident notification, mitigation, cooperation, or record-keeping obligations under Sections 7.5 through 7.7 and the applicable Data Protection Agreement.

9.14 Notices. Notices must be delivered by email and/or mail to the addresses above. Email notice is effective upon successful transmission unless bounced.

9.15 Electronic Acceptance; Standing Offer. Each complete Agreement, Order Form, or Data Protection Agreement together with its applicable Schedule, or other document expressly made subject to this Section, presented through DS Pro's contracting process constitutes DS Pro's standing offer and, unless revoked before acceptance, becomes binding on both Parties when Client or Client's authorized representative intentionally signs the completed document or selects the electronic acceptance control presented with it. No later DS Pro countersignature is required. A document cannot be accepted while a material Client, Account, service-scope, economic, or Data Protection Agreement schedule-selection field remains blank. Each acceptance must be logically associated with the complete document accepted. DS Pro will retain an accurately reproducible copy and an acceptance record identifying the accepting individual, Client legal name, signer capacity, email address, timestamp, document version, and accepted document or its integrity-verifying hash, and will make a copy available to Client. Any material change after acceptance requires a new acceptance or written amendment. Electronic signatures and records are legally binding to the fullest extent permitted by applicable electronic-signature laws.

9.15A Authority to Bind. The individual who signs or electronically accepts this Agreement, an Order Form, or a Data Protection Agreement on behalf of an entity represents and warrants that they are authorized to bind that entity and that the Client Legal Name stated is that entity's true legal name. If either representation is untrue, that individual is personally bound by, and personally liable under, the accepted document as if they had accepted it in their own name. This is a warranty of the individual's own authority and is not a guarantee of an entity Client's performance; where authority did exist, Section 5.6 continues to govern who owes Client's obligations.

9.16 Tax Treatment.

(a) No partnership for tax purposes. This Agreement does not create a partnership or entity for tax purposes. DS Pro's compensation is a performance-based management fee, not a distributive share.

(b) Separate reporting. Each Party is responsible for their own tax reporting and compliance.

(c) No tax advice. DS Pro does not provide tax advice. Clients should consult a qualified tax professional.

9.17 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible and, to the extent it cannot be, modified to the minimum extent necessary to make it enforceable or, failing that, severed; and the remaining provisions will remain in full force and effect.

9.18 No Waiver. No failure or delay by either Party in exercising any right under this Agreement operates as a waiver of that right, and no single or partial exercise precludes any further exercise of that or any other right. A waiver is effective only if in writing and signed by the Party granting it.

9.19 Counterparts. This Agreement may be executed in counterparts (including by electronic signature or email acceptance under Sections 9.11 and 9.15), each of which is deemed an original and all of which together constitute one and the same agreement.

9.20 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and creates no rights in any other person, except third-party rights expressly required by standard contractual clauses or other transfer terms incorporated through the applicable Data Protection Agreement.

9.21 No Earnings Representations. DS Pro has made no representation, projection, or guarantee regarding income, revenue, or profit. Client is engaging DS Pro to provide operational services for Client's own independently established selling activity, sought out the Services on Client's own initiative, and acknowledges the cumulative paid-invoice thresholds in any Order Form are bonus-trigger definitions, not projections or representations of likely results.

SIGNATURES

DS ProSolution (RLIM LLC d/b/a DS ProSolution)

Status: Standing offer authorized by RLIM LLC and issued through DS ProSolution's electronic contracting system under Section 9.15.

Client

Legal Name: As recorded in DS ProSolution's acceptance record

By: /electronic acceptance/

Name: As recorded in DS ProSolution's acceptance record

Title or Capacity: As recorded in DS ProSolution's acceptance record

Date: As recorded in DS ProSolution's acceptance record