DocuSign Envelope ID: 5701D716-E7A4-486B-94A6-7071CC394BEA Case Case 18-40270-elm11 18-40270-elm11 DocClaim 175-18-1 Filed Part 12/14/18 2 Filed Entered 06/04/1812/14/18 Desc Attachment 16:34:22 Page 1 Page 8 of732 of 31 Delivery Provider Terms of Service Work Order This Work Order (this “Work Order”) is effective as of March 1, 2015 (“Work Order Agreement Date”), and is made a part of the Delivery Provider Terms of Service (as the same may be amended, modified or supplemented from time to time, the “Terms”) between Amazon Logistics, Inc. (“Amazon”), and you or the entity that you represent. By accepting this Work Order, you (a) on behalf of yourself and the entity that you represent, agree to be bound by all terms and conditions of this Work Order, and (b) represent and warrant that you have legal authority to bind the entity that you represent to this Work Order. This Work Order incorporates the terms and conditions of each Schedule attached to this Work Order (including the policies set forth on Schedule A to this Work Order (the “Policies”)). Please see the Terms for definitions of certain capitalized terms used in this Work Order. 1. Services. Services under this Work Order will commence on the Work Order Agreement Date, and this Work Order will be subject to the same termination rights set forth in the Terms. Deliverables may be tendered by Amazon or its designees from delivery stations, sort centers, fulfillment centers, and/or other distribution points (including merchant locations) (collectively, the “Distribution Points”) and accepted by you Monday through Sunday, 365 days a year, at times and days designated by Amazon. The initial Distribution Points at which Deliverables will be tendered are set forth on Schedule B to this Work Order. Amazon and you may from time to time and at any time update the Distribution Points set forth on Schedule B to this Work Order. Deliveries of Deliverables are to be made on the same day they are tendered to you and within the delivery time window specified by Amazon. You will perform the Services in accordance with the Policies and with any standard operating procedures (including those relating to check-in and loading of Deliverables at Distribution Points and the delivery of Deliverables to Amazon customers) that are agreed between Amazon and you from time to time. 2. Service Areas. Deliverables will be delivered within the geographic areas serviced by the Distribution Points set forth on Schedule B to this Work Order, as updated from time to time by Amazon and you. 3. Performance Standards. You will perform the Services under this Work Order in accordance with the performance standards set forth on Schedule C to this Work Order. 4. Fees Payable by Amazon. The following are the rates and charges to be charged to and paid by Amazon in consideration of the Services furnished by you: a. The Fees for Services set forth on Schedule D to this Work Order. b. The Uniform and Vehicle Brand Promotion Fee set forth on Schedule D to this Work Order. In consideration of accepting this fee, you agree that (i) all of your Personnel who are visiting customer premises or otherwise interacting with customers will wear a uniform that complies with the specifications set forth on Schedule E to this Work Order, which Amazon may change from time to time, and (ii) all of your Vehicles will, while being used to provide Services under the Agreement, meet the vehicle branding specifications set forth on Schedule F to this Work Amazon Confidential 1 of 12 DocuSign Envelope ID: 5701D716-E7A4-486B-94A6-7071CC394BEA Case Case 18-40270-elm11 18-40270-elm11 DocClaim 175-18-1 Filed Part 12/14/18 2 Filed Entered 06/04/1812/14/18 Desc Attachment 16:34:22 Page 1 Page 9 of832 of 31 Order, which Amazon may change from time to time. In exchange for your participation, Amazon agrees to provide the identifying logos, marks and insignia that comprise the uniform and vehicle branding specifications. You may elect to cease receiving the Uniform and Vehicle Brand Promotion Fee by giving Amazon 30 days’ prior written notice. 5. Insurance. You will, at all times during which you provide the Services and for at least two years after all Services are completed, carry, at your expense: (a) “Commercial General Liability” insurance with limits of not less than $5,000,000 per occurrence and in the general aggregate (or such other amount approved by Amazon in writing); (b) “Business Automobile Liability” insurance (also known as ‘motor fleet’ insurance) with limits of not less than $5,000,000 per occurrence for bodily injury and property damage combined (or such other amount approved by Amazon in writing); (c) “Worker’s Compensation” insurance, including but not limited to coverage for all costs, benefits and liabilities under workers’ compensation and similar Laws that may accrue in favor of any person employed by you in all states where you perform Services, and “Employer’s Liability” insurance with a limit of not less than $1,000,000 (or such other amount approved by Amazon in writing); and (d) “Cargo Legal Liability” insurance, or similar coverage, with limits sufficient to cover your liability under Section 6 (Claims for Loss or Damage) of the Terms, but in no event less than $25,000 per loss (or such other amount approved by Amazon in writing). You may satisfy the foregoing minimum limits by any combination of primary liability and umbrella excess liability coverage that results in the same protection to you and Amazon insured parties. You may self-insure for workers’ compensation where allowed by applicable Law. Each of your insurance policies must: (u) be issued by companies with a rating of A-/VII or better in the current Best’s Insurance Reports published by A.M. Best Company, Inc.; (v) provide that the coverage limits will not be reduced below the minimum amounts required by this paragraph and such policy will not be canceled or allowed to expire without at least 30 days’ prior written notice from the insurance carrier to Amazon; (w) for (a) and (b) above, name Amazon and its Affiliates, and their respective officers, directors, employees, successors, assigns, licensees, distributors, contractors and agents as additional insureds with the standard separation of insureds provision or an endorsement for cross-liability coverage; (x) provide coverage on an occurrence basis; (y) waive any insurer right of subrogation against Amazon and its Affiliates and their respective officers, directors, employees, successors, assigns, licensees, distributors, contractors and agents, where allowed by applicable Law; and (z) provide primary coverage, without any right of contribution from any other insurance that Amazon or any of its Affiliates may have. 6. Audit Rights. Upon 72 hours’ advance written notice to you, Amazon may, during normal business hours and at the expense of Amazon, review your records relating to the Terms, the Program Policies, this Work Order or your performance of the Services under this Work Order. Upon 24 hours’ advance written notice to you, Amazon may, during normal business hours and at the expense of Amazon, perform an on-site visit of your delivery operations or conduct “ridealong” observations of your Personnel performing the Services (each, a “Ride-Along Observation”); provided, that, without your consent, (a) during the first week of providing the Services under this Work Order, Amazon will conduct no more than one Ride-Along Observation per day, and (b) after the first week of providing the Services under this Work Order, Amazon will conduct no more than four Ride-Along Observations per month. If any review establishes that there has been any noncompliance by you or overpayment by Amazon, you will promptly cure the non-compliance and/or refund the overpayment, as applicable, and will bear all expenses in connection with the review, all without limiting any other rights or remedies that may be available Amazon Confidential 2 of 12 DocuSign Envelope ID: 5701D716-E7A4-486B-94A6-7071CC394BEA Case Case 18-40270-elm11 18-40270-elm11 Doc Claim 175-1 8-1 Filed Part 12/14/18 2 FiledEntered 06/04/1812/14/18 Desc Attachment 16:34:22 Page 1 Page 10 of932 of 31 to Amazon. Also, upon 24 hours’ advance written notice, Amazon may, during normal business hours and at the expense of Amazon, inspect any of the processes, procedures, or systems related to your delivery operations. 7. Personnel Performing Services. You agree that you and all of your Personnel that perform the Services will satisfy the criteria set forth in the Policies and on Schedule G to this Work Order. 8. Notices to Amazon. Notices to Amazon under this Work Order or the Terms may be provided by (a) facsimile transmission to 206-266-2009, or (B) nationally recognized overnight courier service, certified mail (return receipt requested), or personal delivery to Amazon Logistics, Inc., 410 Terry Avenue North, Seattle, WA 98109-5210, Attention: General Counsel. [Signature Page Follows] Amazon Confidential 3 of 12 DocuSign Envelope ID: 5701D716-E7A4-486B-94A6-7071CC394BEA Case Case 18-40270-elm11 18-40270-elm11 DocClaim 175-18-1 Filed Part 12/14/18 2 Filed Entered 06/04/1812/14/18 Desc Attachment 16:34:22 Page 1 Page 11 of 1032 of 31 IN WITNESS WHEREOF, properly authorized representatives of the undersigned have executed this Work Order. Amazon Logistics, Inc. Tenet Concepts, LLC By: By: Name: Name: Title: Title: Date Signed: _________________________ Date Signed: _________________________ [Signature Page to Work Order] Amazon Confidential 4 of 12 DocuSign Envelope ID: 5701D716-E7A4-486B-94A6-7071CC394BEA Case Case 18-40270-elm11 18-40270-elm11 DocClaim 175-18-1 Filed Part 12/14/18 2 Filed Entered 06/04/1812/14/18 Desc Attachment 16:34:22 Page 1 Page 12 of 1132 of 31 Schedule A Policies Your Personnel; No Subcontractors. You will hire and employ all drivers, cyclists, walkers, and other Personnel who are assigned by you to perform the Services under this Work Order. You will not engage subcontractors to perform the Services without the prior written consent of Amazon. Amazon Confidential 5 of 12 DocuSign Envelope ID: 5701D716-E7A4-486B-94A6-7071CC394BEA Case Case 18-40270-elm11 18-40270-elm11 DocClaim 175-18-1 Filed Part 12/14/18 2 Filed Entered 06/04/1812/14/18 Desc Attachment 16:34:22 Page 1 Page 13 of 1232 of 31 Schedule B Distribution Points 1. DSF1 – San Francisco, CA Amazon Confidential 6 of 12 DocuSign Envelope ID: 5701D716-E7A4-486B-94A6-7071CC394BEA Case Case 18-40270-elm11 18-40270-elm11 DocClaim 175-18-1 Filed Part 12/14/18 2 Filed Entered 06/04/1812/14/18 Desc Attachment 16:34:22 Page 1 Page 14 of 1332 of 31 Schedule C Performance Standards Category Performance Metric Measurement Definition Minimum Service Level Customer Estimated Arrival Date (EAD) Experience - Attempted % of packages that were attempted for delivery on the date scheduled. >=99% Customer Experience Delivery Accuracy Defects Per Million Opportunities (DPMO) of Orders mis-delivered <1000 Customer First Time Delivery Success Experience (FTDS) % of packages that were delivered in the first attempt >=90% Quality Concessions Concessions DPMO - attributed to your Personnel (lates, mis-deliveries, etc.) <1000 Contacts Per Order (CPO) Amazon Customer Service CPO (excluding contacts for redelivery requests) attributed to your Personnel <1% Quality Amazon Confidential 7 of 12 DocuSign Envelope ID: 5701D716-E7A4-486B-94A6-7071CC394BEA Case Case 18-40270-elm11 18-40270-elm11 DocClaim 175-18-1 Filed Part 12/14/18 2 Filed Entered 06/04/1812/14/18 Desc Attachment 16:34:22 Page 1 Page 15 of 1432 of 31 Schedule D Fees Payable by Amazon* Fees for Services Delivery Fee – Normal Route (8.5 hours) Delivery Fee – Normal Route (10.5 hours) Delivery Fee – FBAF Route (7 hours) Delivery Fee – FBAF Route (10 hours) $279.50 per Planned Route $294.00 per Planned Route $242.00 per Planned Route $347.00 per Planned Route Uniform and Vehicle Brand Promotion Fee All Planned Routes $23.00 per Planned Route * If you are unable for any reason to service all of the Planned Routes to which you commit, you will pay Amazon an amount equal to the fees that would have been payable to you under this Work Order in respect of each Planned Route that you are unable to service. Amazon Confidential 8 of 12 DocuSign Envelope ID: 5701D716-E7A4-486B-94A6-7071CC394BEA Case Case 18-40270-elm11 18-40270-elm11 DocClaim 175-18-1 Filed Part 12/14/18 2 Filed Entered 06/04/1812/14/18 Desc Attachment 16:34:22 Page 1 Page 16 of 1532 of 31 Schedule E Uniform Specifications Uniform Shirt and Jacket: To be determined from time to time by Amazon. Uniform Pants or Shorts: To be determined from time to time by Amazon. Uniform Hat: To be determined from time to time by Amazon. Amazon Confidential 9 of 12 DocuSign Envelope ID: 5701D716-E7A4-486B-94A6-7071CC394BEA Case Case 18-40270-elm11 18-40270-elm11 DocClaim 175-18-1 Filed Part 12/14/18 2 Filed Entered 06/04/1812/14/18 Desc Attachment 16:34:22 Page 1 Page 17 of 1632 of 31 Schedule F Vehicle Branding Specifications Upon a request from Amazon, you agree to make available for branding by Amazon any and all Vehicles that will be used to provide Services under this Work Order. If required by Amazon, such Vehicles must be branded before they are used to provide Services under this Work Order. Unless Amazon agrees otherwise, Vehicles that display Amazon branding will be dedicated exclusively to the Services and will not be used for any other purpose. Amazon Confidential 10 of 12 DocuSign Envelope ID: 5701D716-E7A4-486B-94A6-7071CC394BEA Case Case 18-40270-elm11 18-40270-elm11 DocClaim 175-18-1 Filed Part 12/14/18 2 Filed Entered 06/04/1812/14/18 Desc Attachment 16:34:22 Page 1 Page 18 of 1732 of 31 Schedule G Delivery Personnel Criteria Minimum Delivery Personnel Requirements All of your delivery Personnel must satisfy the following requirements: • • • • • • • • • • • • Must possess valid driver’s license of the type required by Law to operate applicable Vehicles and transport applicable Deliverables Minimum age: 21 Minimum six months of verifiable experience in like Vehicle within last three years No DUI/DWI within five previous years No major preventable collisions within three previous years Maximum of two non-serious moving violation convictions or preventable minor collisions or any combinations thereof in a commercial or personal vehicle within previous three years No driver’s license suspensions within previous three years relative to a moving violation in a commercial or personal vehicle Pass a drug and alcohol screening test Pass a regulatory agency (DOT) specific physical examination Pass an extended road test Pass a background verification (described further below) Verify competency in critical skill areas for the specific driving position Background Verification You will require each applicant to provide a Social Security Number (“SSN”) or equivalent unique identifier, and will conduct a SSN search confirming that the supplied SSN is valid and that it correctly identifies the applicant. The SSN search (“SSN Search”) must include: 1. An identification of aliases via SSN search results; and 2. A search by all aliases (including those provided by SSN search and those supplied by applicant) when conducting each criminal records search. You will conduct: 1. a search of the National Criminal Database and a search in each county and corresponding federal district, if any, in which a criminal history is identified by the National Criminal Database search; 2. a federal crimes search of all federal districts in which the applicant has lived (as determined by a self-report and the SSN search); Amazon Confidential 11 of 12 DocuSign Envelope ID: 5701D716-E7A4-486B-94A6-7071CC394BEA Case Case 18-40270-elm11 18-40270-elm11 DocClaim 175-18-1 Filed Part 12/14/18 2 Filed Entered 06/04/1812/14/18 Desc Attachment 16:34:22 Page 1 Page 19 of 1832 of 31 3. a felony and misdemeanor search of all county courts in which the applicant has lived in the past seven years (as determined by a self-report and the SSN Search); provided, that for former addresses located within AL, CO, FL, GA, KY, MD, MO, NE, NM, NY, NC, OR, SC, UT, WA, or WI only, a “statewide” search is permitted in lieu of a county court search; 4. a search of the National Sex Offender Database and a search in each county and corresponding federal district, if any, in which a criminal history is identified by the National Sex Offender Database; and 5. a search of the Office of Foreign Assets Control. Criminal History Assignment You will use the following criteria when determining who may be placed for assignment with Amazon when criminal history is discovered: 1. You will not assign any Personnel having any felony conviction within the past seven years related to alcohol, drugs, harassment, sex crimes, theft (including identity theft), traffic, trespassing, violence or weapons. The list of prohibited convictions includes, but is not limited to, assault, battery, domestic disputes, murder, disfigurement, rape, terrorist acts or other crimes involving bodily injury or threats of bodily injury, theft, burglary, robbery, embezzlement, shoplifting, forgery, and fraud. Amazon does not consider convictions for crimes involving the failure to pay child support or alimony to fit within the category of crimes of dishonesty. 2. You will not assign any Personnel having any misdemeanor conviction within the past seven years related to harassment, theft (including identity theft), fraud, sex crimes, violence, weapons, or trespassing. 3. You will not assign any Personnel having any misdemeanor convictions within the past three years related to the possession, sale or use of illegal drugs. Marijuana related misdemeanor convictions older than two years may not be considered in California. 4. You will not assign any Personnel appearing on any national or applicable state sex offender registry or any relevant national governmental restricted list (e.g., Office of Foreign Asset Control (OFAC)), within the past seven years. 5. You will not assign any Personnel that have a pending case(s) reportable by state law that, if convicted, would result in failure to satisfy the requirements set forth in this Schedule G. You will include the end of sentencing, limited to release date from prison, parole and probation, when determining whether a crime is within the past seven-, three- or two-year scope. Probation cannot be used to extend scope in CA, KS, MA, MD, NM, NY, WA, WI (Dane Co). Amazon Confidential 12 of 12 Case Case 18-40270-elm11 18-40270-elm11 DocClaim 175-18-1 Filed Part 12/14/18 2 Filed Entered 06/04/1812/14/18 Desc Attachment 16:34:22 Page 1 Page 20 of 1932 of 31 EXHIBIT B TERMS OF SERVICE 7 Case Case 18-40270-elm11 18-40270-elm11 DocClaim 175-18-1 Filed Part 12/14/18 2 Filed Entered 06/04/1812/14/18 Desc Attachment 16:34:22 Page 1 Page 21 of 2032 of 31 DELIVERY PROVIDER TERMS OF SERVICE (Last Updated: June 21, 2016) These Delivery Provider Terms of Service (these “Terms”) contain the terms and conditions that govern your performance of the Services and constitute a legally binding agreement between the applicable Amazon Contracting Party or any of its Affiliates that enters into a Work Order under these Terms (“Amazon”), on the one hand, and you or the entity that you represent (“you”), on the other hand. These Terms take effect on the date when you click an “Agree” or similar button or check box presented with these Terms or, if earlier, when you begin to perform the Services (the “Effective Date”). By accepting these Terms, you (a) on behalf of yourself and the entity that you represent, agree to be bound by all terms and conditions of these Terms, and (b) represent and warrant that you have legal authority to bind the entity that you represent to these Terms. Please see Section 11 for definitions of certain capitalized terms used in these Terms. 1. Services. a. Work Orders. At Amazon’s request and as specified in one or more work orders that become binding on you (whether by executing the same or otherwise agreeing to the applicable terms, including pursuant to the functionality of the Site) (“Work Orders”), you will provide transportation, delivery and related services (whether on foot, by bicycle, by motor vehicle, or otherwise) (“Services”, as such term is further described in any Work Order) in accordance with the terms and conditions of these Terms, the Program Policies, and any performance standards set forth in each applicable Work Order. These Terms and the Program Policies govern each Work Order, and if you commence Services for Amazon in the absence of a Work Order, these Terms and the Program Policies will nevertheless apply. b. Affiliates. Any Affiliate of the applicable Amazon Contracting Party may enter into Work Orders with you pursuant to these Terms, and with respect to such Work Orders, such Affiliate becomes a party to these Terms and references to Amazon in these Terms are deemed to be references to such Affiliate. Each Work Order is a separate obligation of the Affiliate of the applicable Amazon Contracting Party that is named in such Work Order, and neither the Amazon Contracting Party nor any other Affiliate of the Amazon Contracting Party has any obligation under such Work Order. c. No Minimum Volume/No Exclusivity. You acknowledge and agree that Amazon makes no promises or representations whatsoever as to the amount of business that you can expect at any time under these Terms, whether before or after any Work Order becomes binding on you. Amazon may from time to time give volume, density, weight, product distribution or other projections to you, but such projections are speculative only and will not in any event give rise to any liability on the part of Amazon. The parties acknowledge and agree that Amazon may engage the services of other companies that may perform the same or similar services as those provided by you. These Terms do not obligate you to perform any Services unless and until a Work Order has become binding on you in accordance with Section 1.a. Case Case 18-40270-elm11 18-40270-elm11 DocClaim 175-18-1 Filed Part 12/14/18 2 Filed Entered 06/04/1812/14/18 Desc Attachment 16:34:22 Page 1 Page 22 of 2132 of 31 2. Personnel Performing Services; Relationship of the Parties; Transportation Authority; Vehicles; License of Equipment. a. Personnel Performing Services; Relationship of the Parties. i. Each driver, cyclist, walker, and other Personnel provided by you to perform the Services will: (i) have such credentials (e.g., background investigation or references and drug screening), skills, training and expertise as are required by Law, the Program Policies and each applicable Work Order and otherwise be suitable and appropriate to perform the Services; and (ii) have satisfactorily completed your delivery person training program (as applicable) and any other vetting process that you have established prior to providing any Services to or on behalf of Amazon. You will not permit any of your Personnel who at any time fails to satisfy the requirements of this Section 2.a to provide Services directly or indirectly for or on behalf of Amazon. Further, upon receipt of a written notice (which may be by email) from Amazon specifying that any of your Personnel has failed to satisfy the requirements of this Section 2.a, you will not permit such Personnel to provide Services directly or indirectly for or on behalf of Amazon. ii. You are an independent contractor of Amazon. As between Amazon and you, you have exclusive responsibility for your Personnel and exclusive control over your policies relating to wages, fees and other compensation, hours, and working conditions. You have the exclusive right to hire, engage, transfer, suspend, lay off, recall, promote, discipline, discharge and adjust grievances with your Personnel. Your Personnel are not eligible to participate in any employee benefit plans or other benefits available to employees of Amazon or any of its Affiliates. Neither you nor any of your Personnel has any authority to bind Amazon or any of its Affiliates to any agreement or obligation. b. Transportation Authority. During the Term (as defined in Section 8.a), you will obtain and maintain all motor carrier and other transportation related authorities, permits, and registrations with Governmental Authorities (including, without limitation, those relating to the transportation of alcohol products) as are required to perform the Services under these Terms, the Program Policies, and each applicable Work Order. c. Vehicles. You will provide, operate, maintain and be responsible for, at your expense, all vehicles (including bicycles) required to perform the Services under these Terms, the Program Policies, and each applicable Work Order (each, a “Vehicle”, and collectively, the “Vehicles”), and you will keep the Vehicles in good working order in accordance with the manufacturer’s recommendations. You agree that, if required by Law, all such Vehicles will display any applicable registration numbers and will satisfy all applicable safety, speed, hours of service and other requirements imposed by Law. d. License of Equipment. i. As used in these Terms: (A) “Equipment” means, collectively, Hardware and Licensed Materials; (B) “Hardware” means handheld communication devices/scanners and all associated equipment furnished to you by Amazon, together with any related manuals and other Case Case 18-40270-elm11 18-40270-elm11 DocClaim 175-18-1 Filed Part 12/14/18 2 Filed Entered 06/04/1812/14/18 Desc Attachment 16:34:22 Page 1 Page 23 of 2232 of 31 documentation; and (C) “Licensed Materials” means any software (including, without limitation, any scanning and delivery application), content or other information furnished to you (whether standalone or for use on Hardware, on devices owned by you, or otherwise) by Amazon, together with any related manuals and other documentation. ii. Amazon grants to you, during the Term, a limited, non-exclusive, nontransferable, non-sublicensable, revocable license to use the Equipment in each country in which you provide the Services, solely for the purpose of performing the Services. You will provide all other equipment necessary for the performance of the Services at your own expense. You will not, in whole or in part: (A) copy the Equipment; (B) distribute copies of the Equipment or any part of the Equipment to any third party; (C) modify, adapt, translate, reverse engineer, make alterations to, decompile, disassemble or make derivative works based on the Equipment or any part of the Equipment; (D) rent, loan, sublicense, lease, distribute or attempt to grant other rights to the Equipment or any part of the Equipment to third parties; (E) permit remote access to the Equipment by any third party; or (F) use the Equipment other than to perform the Services. You will require all of your Personnel using the Equipment to attend the training specified by Amazon, including for updates and periodic refresher training. You will keep all Hardware in good repair, good operating condition and working order and in compliance with the manufacturer’s specifications and will furnish all Hardware to Amazon for maintenance, service and repair as specified by Amazon. You will not make any additions, attachments, alterations or improvements to Hardware without the prior written consent of Amazon. If any Hardware or part of any Hardware is lost, stolen, unreturned, damaged, sold, transferred, leased, encumbered or assigned without the express prior written consent of Amazon, you will promptly pay Amazon the full replacement cost of the Hardware, together with any incidental costs that are incurred by Amazon to replace the Hardware. iii. AMAZON LICENSES THE EQUIPMENT TO YOU “AS IS” AND MAKES NO WARRANTIES OF ANY KIND REGARDING THE EQUIPMENT, INCLUDING, BUT NOT LIMITED TO, THE DESIGN, OPERATION OR CONDITION OF, OR THE QUALITY OF THE MATERIAL, COMPONENTS OR WORKMANSHIP IN, THE EQUIPMENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AMAZON EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. AMAZON DOES NOT WARRANT THAT THE EQUIPMENT WILL MEET YOUR REQUIREMENTS OR WILL OPERATE UNINTERRUPTED, ERROR FREE OR PROVIDE ACCURATE, COMPLETE OR UP-TO-DATE INFORMATION. AMAZON WILL NOT BE RESPONSIBLE FOR ANY LOSS, DAMAGE OR CLAIM CAUSED BY OR ATTRIBUTABLE TO ANY DEFECT OR DEFICIENCY IN ANY EQUIPMENT WHETHER ARISING OUT OF THE EQUIPMENT’S MANUFACTURE, DESIGN OR OTHERWISE. iv. Amazon will defend and indemnify you from any loss, damage, cost, and expense (including reasonable attorneys’ fees and expenses) arising out of any claim, action or proceeding brought by a third party (each, a “Third-Party Claim”) alleging that your use of the Equipment as authorized under this Section 2.d infringes or misappropriates any third-party patent, copyright, trademark, trade secret or other intellectual property rights (collectively, “Third-Party Proprietary Rights”). Amazon will have sole control of the defense of any Third-Party Claim, and Case Case 18-40270-elm11 18-40270-elm11 DocClaim 175-18-1 Filed Part 12/14/18 2 Filed Entered 06/04/1812/14/18 Desc Attachment 16:34:22 Page 1 Page 24 of 2332 of 31 you will cooperate (at Amazon’s expense) with Amazon in the defense. Amazon’s obligation to indemnify under this Section 2.d(iv) will not apply to the extent that any Equipment infringes or misappropriates any Third-Party Proprietary Rights as a result of (A) any modification of or to the Equipment made by you or any of your Personnel, (B) use of the Equipment by you or any of your Personnel other than as contemplated by this Section 2.d, or (C) the combination of the Equipment with other products or services. 3. Fees. a. Amazon will pay you in accordance with the rate structure included in each applicable Work Order or that is otherwise agreed between the parties pursuant to the functionality of the Site. Except as provided in any Work Order or otherwise on the Site, the rate structure will not be subject to adjustment in the event that delivery volumes, number of stops, time per stop or between stops, distances traveled, labor or vehicle costs or any other forecast or assumption with respect to a Planned Route differs in any respect from the forecasts and assumptions used to set the rate structure set out in any Work Order or otherwise on the Site. Except as provided in any Work Order or otherwise on the Site, you will be entitled to no compensation or reimbursement of any expenses for performing the Services. b. Amazon may (i) deduct from and offset against any amounts owing by Amazon to you under these Terms or any Work Order any sums payable by you to Amazon, or (ii) invoice you for such amounts due Amazon and you will pay Amazon invoiced amounts upon receipt of such invoice. c. You acknowledge that, depending on the jurisdiction in which the Services are provided and the program to which the Services relate, an Amazon customer may be able during order checkout, at the customer’s option, to provide that an e-tip be directed toward the delivery person and/or the persons responsible for fulfilling orders (the “Tips”). If applicable, Amazon will distribute to you all Tips collected in connection with applicable deliveries made by your Personnel, and you agree to distribute all such Tips to your Personnel in accordance with applicable Law. 4. Invoicing. Unless otherwise directed by Amazon, you will provide weekly invoices (at no charge) in a form acceptable to Amazon. Each invoice will include at least the following data in addition to any other itemized data reasonably requested by Amazon: service date, service type, number of Planned Routes per Service Area by shift (if applicable), and total cost. At Amazon’s request, you will issue separate invoices for each account established under these Terms or any Work Order. The payment obligation under each invoice is a separate obligation of the account to which the invoiced Services were provided pursuant to the applicable Work Order, and no other account has any obligation under such invoice or Work Order. Amazon will pay, or cause to be paid, all undisputed portions of your properly submitted invoices within 30 days of receipt. Amazon has no obligation to pay, or cause to be paid, any fees or expenses invoiced more than three months after the applicable Services are performed, and you waive any claim for payment of amounts not invoiced within that three-month period. Amazon or its designee may conduct invoice audits to verify accuracy. Discrepant invoices will be rejected or short paid with appropriate Case Case 18-40270-elm11 18-40270-elm11 DocClaim 175-18-1 Filed Part 12/14/18 2 Filed Entered 06/04/1812/14/18 Desc Attachment 16:34:22 Page 1 Page 25 of 2432 of 31 explanation of the discrepancy. The parties will use their commercially reasonable efforts to resolve any disputes promptly. 5. Representations, Warranties and Covenants. a. You represent and warrant to Amazon that you are a legal business entity duly formed, validly existing and in good standing under the Laws of the jurisdiction of your formation and that you have all requisite right, power and authority to enter into, and perform your obligations under, these Terms and each Work Order. b. In addition to any compliance obligations set forth in these Terms, you are solely responsible for any and all obligations owed to your Personnel pursuant to applicable Law and for the management of your Personnel and promptly investigating and resolving all workplace complaints made by your Personnel. c. You acknowledge that Amazon’s Code of Business Conduct and Ethics posted at http://phx.corporate-ir.net/phoenix.zhtml?c=97664&p=irol-govConduct (the “Code”) prohibits the paying of bribes to anyone for any reason, whether in dealings with Governmental Authorities or the private sector. You will not violate or knowingly permit anyone to violate the Code’s prohibition on bribery or any applicable anti-corruption Laws. Amazon may immediately terminate or suspend performance under these Terms if you breach this Section. You will maintain true, accurate and complete books and records concerning any payments made by you to any other person or entity in connection with the performance of the Services, including any such payments made on behalf of Amazon. Amazon and its designated representatives may inspect your books and records to verify such payments and for compliance with this Section and the Code. d. You will: (i) perform the Services in a competent and workmanlike manner in accordance with the level of professional care customarily observed by highly skilled professionals rendering similar services; (ii) not violate or infringe any third party’s right in proprietary or confidential information in performing the Services; (iii) comply with all Laws pertaining to the Services, including without limitation all Laws applicable to transport, health and safety; (iv) hold and comply with all applicable licenses and permits required by Governmental Authorities in performing the Services; (v) notify Amazon as soon as possible of any event or circumstance that impairs the safety of or delays delivery of Deliverables, and use an acceptable industry standard of care in the protection of the Deliverables; (vi) at all times have sufficient equipment, Personnel and resources available to perform the Services (and, in any case in which you believe, in your reasonable business judgment, that you do not have sufficient equipment, Personnel and resources available to perform the Services, you will immediately notify Amazon); (vii) comply, at your sole cost and expense, with any social compliance and product safety requirements specified by Amazon, including Amazon’s Supplier Code of Standards and Responsibilities posted at http://www.amazon.com/gp/help/customer/display.html?ie=UTF8&nodeId=200885140 (collectively, “Compliance Requirements”), and permit, as requested by Amazon from time to time, Amazon’s designee to audit your compliance with any Compliance Requirements, and you will implement any corrective actions required by Amazon resulting from such audits at your expense; and (vii) not have any lien on Amazon property or assets, including any Deliverables or Case Case 18-40270-elm11 18-40270-elm11 DocClaim 175-18-1 Filed Part 12/14/18 2 Filed Entered 06/04/1812/14/18 Desc Attachment 16:34:22 Page 1 Page 26 of 2532 of 31 any documents relating to any Deliverables, and you waive all rights to any lien upon any shipment or related documents on behalf of yourself and any third party engaged by you. e. Hazardous Materials Notifications. You will notify Amazon’s dangerous goods compliance department (at the phone number or email address designated by Amazon for this purpose) promptly (and in any event within 24 hours) after you become aware of any (i) injury to persons, property damage, environmental damage, fire, breakage, spillage, leakage, or any other accident or incident involving any product defined, designated, or classified as hazardous material, hazardous substance, or dangerous good (including limited and excepted quantities, consumer commodity, ORM-D, lithium batteries, and radioactive and magnetic materials) under any applicable Law and transported by you under these Terms (collectively, “Hazardous Materials”), (ii) event or circumstance involving Hazardous Materials that violates or is reasonably likely to violate any applicable Law, or (iii) investigation of any shipment containing Hazardous Materials by any governmental agency or authority. 6. Claims for Loss or Damage. You will be liable for Delay, loss or damage to Deliverables occurring while such Deliverables are in the care, custody or control of you and/or your Personnel in an amount equal to the actual cost of the Delayed, lost or damaged Deliverables, including the replacement cost of the Deliverables and direct costs associated with the original packaging, handling, and shipping (including the costs of packaging, handling and shipping the replacement). Claims for Delayed, lost or damaged Deliverables may be based upon Amazon’s manifest, may be initiated electronically (including via email), and may be filed at any time within 120 days after the Deliverable was tendered to you. You will acknowledge all claims within 30 days of receipt and will process all claims to conclusion and pay or credit the applicable account within 60 days of receipt. You will cooperate with Amazon’s loss prevention and investigative personnel in the conduct of investigations related to fraud, theft and other matters of mutual concern. 7. Insurance. You will, at all times during which you provide the Services and for at least two years after all Services are completed, carry, at your expense, the types of insurance and minimum limits of insurance, in each case, that are specified in the Program Policies, each applicable Work Order, or otherwise on the Site. You will submit certificates of insurance evidencing required insurance coverages to Amazon through the Site or by such other means specified by Amazon prior to the commencement of the Services and at each policy renewal thereafter. You consent to Amazon disclosing your certificates of insurance or other information to third parties for the purpose of verifying your compliance with this Section 7. 8. Term and Termination. a. Term and Termination. The term of these Terms will begin on the Effective Date and will continue until terminated in accordance with this Section 8.a (the “Term.”). Either party may terminate these Terms at any time, with or without cause, by providing the other party with 30 days’ prior written notice. If the term of any Work Order extends beyond the Term, these Terms will survive for the purposes of that Work Order until the termination of that Work Order. b. No Damages for Termination. Amazon will not be liable, on account of termination or expiration of these Terms, for loss of goodwill, prospective profits or anticipated orders. Unless Case Case 18-40270-elm11 18-40270-elm11 DocClaim 175-18-1 Filed Part 12/14/18 2 Filed Entered 06/04/1812/14/18 Desc Attachment 16:34:22 Page 1 Page 27 of 2632 of 31 specifically provided in any Work Order, Amazon will not be liable, on account of termination of these Terms or any Work Order, for any expenditures, investments, leases or commitments made by you under these Terms or any Work Order or for any other reason. You acknowledge and agree that you have no expectation, and that you have not received any assurances from Amazon or any other person, that your business relationship with Amazon will continue beyond the Term. c. Transition Assistance. In connection with the termination or expiration of these Terms or any Work Order for any reason, you will provide reasonable assistance to Amazon in order to enable and facilitate an orderly transition of the Services to Amazon or a third party designated by Amazon. 9. Indemnification. a. You will defend, indemnify and hold harmless Amazon and its Affiliates and successors, and each of their respective directors, officers and employees (each an “Indemnified Party” and, collectively, the “Indemnified Parties”) from any third-party allegation or claim based on, or any loss, damage, settlement, cost, expense and any other liability (including but not limited to reasonable attorneys’ fees and expenses) arising out of or in connection with, (i) any allegation or claim of negligence, strict liability or misconduct of you or your Personnel, (ii) a breach of these Terms, the Program Policies, or any Work Order by you or your Personnel, (iii) any action or inaction by you or any of your Personnel (including, without limitation, any and all loss or damage to personal property or bodily harm (including death)), or (iv) any allegation or claim that you or any of your Personnel failed to comply with applicable Law. However, the foregoing indemnification obligation does not apply to the extent that any claim subject to indemnification results from the negligence or willful misconduct of the Indemnified Parties. b. Your duty to defend is independent of your duty to indemnify. Your obligations under this Section are independent of any of your other obligations under these Terms. You will use counsel reasonably satisfactory to the Indemnified Parties to defend each indemnified claim, and the Indemnified Parties will cooperate (at your expense) with you in the defense. You will not consent to the entry of any judgment or enter into any settlement without the Indemnified Parties’ prior written consent. 10. Confidentiality; Customer Information; Work Product. a. You will at all times comply with the terms of any nondisclosure agreement executed or otherwise agreed to by you in favor of Amazon and/or its Affiliates (an “NDA”). If no NDA exists, you and your representatives will (i) protect and keep confidential the existence of these Terms (including all Work Orders), their terms and conditions, and any other information obtained from Amazon or any of its representatives that is identified as confidential or proprietary or that, given the nature of such information or the manner of its disclosure, reasonably should be considered confidential or proprietary (including, without limitation, all information relating to Amazon’s technology, customers (including Customer Information (as defined below)), business plans, marketing activities, and finances) (collectively, “Confidential Information”), (ii) use Confidential Information solely for the purpose of providing Services, and (iii) return all Confidential Information to Amazon promptly following a request from Amazon. All Confidential Case Case 18-40270-elm11 18-40270-elm11 DocClaim 175-18-1 Filed Part 12/14/18 2 Filed Entered 06/04/1812/14/18 Desc Attachment 16:34:22 Page 1 Page 28 of 2732 of 31 Information will remain Amazon’s exclusive property, and you will have no rights to use Confidential Information except as expressly provided in an NDA or these Terms. b. If you are required by any Governmental Authority to disclose the contents of any Deliverable, you will promptly provide Amazon with notice of such requirement. In such instances, you will use commercially reasonable efforts to (i) ensure that any items removed from a container are promptly put back into the container following the relevant Government Authority’s inspection, and (ii) provide Amazon with an audit against the manifest for such items. c. Except as expressly set forth in these Terms, the Program Policies, or any Work Order, you will not use any trade name, trademark, service mark, logo or commercial symbol, or any other proprietary rights of Amazon or any of its Affiliates in any manner (including but not limited to use in any client list, press release, advertisement or other promotional material) without the prior written authorization of such use by a Vice President of Amazon. Without the prior written authorization by a Vice President of Amazon, you will not make any public announcement or other statement (including, without limitation, a press release, response to a media query, advertisement, or other promotional material) in which you refer to Amazon or its Affiliates, these Terms, any Work Order, the Services, or any Confidential Information. d. You will, and will cause your Personnel to, use all personally identifiable information concerning Amazon’s customers, including names and addresses (collectively, “Customer Information”), solely for the purpose of providing Services. You will comply with all instructions of Amazon in respect of the processing of Customer Information, and you will maintain appropriate technical and organizational security measures to prevent unauthorized use or disclosure of Customer Information. All Customer Information is and will remain the exclusive property of Amazon, and you will not transfer, rent, barter, trade or sell Customer Information and will not develop lists of or aggregate Customer Information. Except as otherwise required by applicable Law, you will, and will cause your Personnel to, delete all instances (including backups and other copies) of Customer Information associated with each shipment within two weeks after completing the shipment. Before disposing of any hardware, media or software (including any sale or transfer of such material or any disposition of your business) that contains or previously contained Customer Information, at Amazon’s direction, you will either return such hardware, media or software to Amazon, or perform a complete forensic destruction of the Customer Information (which may include a physical destruction, preferably incineration, or secure data wipe) such that no Customer Information can be recovered or retrieved. For the avoidance of doubt, the contents of Deliverables tendered by Amazon to you are Customer Information subject to this Section 10. e. The parties agree that, between the parties, any information or data arising out of or in connection with the Services, including without limitation any Amazon customer data or Customer Information and any data, analysis or other work specifically commissioned by Amazon and agreed to by you (collectively, “Work Product”), is owned by Amazon. For purposes of these Terms, Work Product does not include: (a) any inventions or developments made by you and existing prior to the Effective Date; or (b) any inventions or developments developed entirely independently by you, at any time, without any use, knowledge of, or reference to, the Confidential Information. The Work Product has been specially ordered and commissioned by Amazon. You Case Case 18-40270-elm11 18-40270-elm11 DocClaim 175-18-1 Filed Part 12/14/18 2 Filed Entered 06/04/1812/14/18 Desc Attachment 16:34:22 Page 1 Page 29 of 2832 of 31 agree that the Work Product is a “work made for hire” for copyright purposes, with all copyrights in the Work Product owned by Amazon. To the extent that the Work Product does not qualify as a work made for hire under applicable Law, and to the extent that the Work Product includes material subject to copyright, trade secret, or other proprietary rights protection, you hereby assign to Amazon (or to such of its Affiliates as it may designate), its successors and assigns, all right, title and interest in and to the Work Product. To the extent necessary to effect this assignment, you will execute any documents that Amazon reasonably requests. At any time upon request from Amazon and upon termination or expiration of these Terms, you will deliver to Amazon in tangible form all materials containing Work Product, whether complete or in process. All Work Product will be Confidential Information that is subject to this Section 10. 11. Defined Terms. a. “Affiliate” means, with respect to any entity, any person or other entity that directly or indirectly controls, is controlled by, or is under common control with, such first entity. b. “Amazon Contracting Party” means: (i) if the Services are provided in the United States, Amazon Logistics, Inc.; or (ii) if the Services are provided in the United Kingdom, Amazon UK Services Ltd. c. “Chosen Courts” means: (i) if the Services are provided in the United States, the federal and state courts in King County, Washington; or (ii) if the Services are provided in the United Kingdom, the courts in England and Wales. d. “Delay” means, with respect to any Deliverable, that such Deliverable was not delivered within the delivery window specified by Amazon. e. “Deliverables” means parcels, totes or other deliverables tendered by Amazon to you or any of your Personnel. f. “Governing Laws” means: (i) if the Services are provided in the United States, the laws of the State of Washington; or (ii) if the Services are provided in the United Kingdom, the laws of England and Wales. g. “Governmental Authority” means any governmental, quasi-governmental or regulatory authority, body, department, commission, board, bureau, agency, division, court, securities exchange or other legislative, executive or judicial governmental entity or instrumentality, whether foreign or domestic, of any country, nation, state, county, parish or municipality, jurisdiction or other political subdivision. h. “Law” means any national, federal, state, local or foreign statute, common law, ordinance, rule, regulation, order, judgment or agency requirement of, or issued, promulgated or entered into with, any Governmental Authority. i. “Personnel” means, with respect to any party, such party’s employees, agents, representatives, and subcontractors. For the avoidance of doubt, your Personnel will include any individual assigned by you to perform the Services. Case Case 18-40270-elm11 18-40270-elm11 DocClaim 175-18-1 Filed Part 12/14/18 2 Filed Entered 06/04/1812/14/18 Desc Attachment 16:34:22 Page 1 Page 30 of 2932 of 31 j. “Planned Route” means a number of Deliverables in a given area that Amazon plans for a single person and/or Vehicle for delivery on a specific shift and day and that in turn is assigned by you to a specific person and/or Vehicle for delivery on a specific shift and day. k. “Program Policies” means any terms, conditions, policies, guidelines and other information of which you are notified in accordance with Section 12.c or that are referenced in these Terms or posted on the Site. l. “Service Area” means the zip codes, cities, geographies or other areas with respect to which you provide the Services, as specifically defined in a Work Order. m. “Site” means the Amazon Delivery Provider website (or any successor or related website designated by Amazon). n. “Taxes” means those applicable sales or use taxes or value added taxes that you are legally obligated to charge. 12. Miscellaneous. a. You will not assign any of your rights or obligations under these Terms or any Work Order without Amazon’s prior written consent. Any attempt by you to assign, subcontract or delegate in violation of this Section will be null and void. b. These Terms and the Work Orders are governed by the applicable Governing Laws, excluding any conflict of laws rules. You irrevocably submit to venue and exclusive jurisdiction in the applicable Chosen Courts for any dispute arising out of or relating to these Terms, any Work Order or the Services, and you waive all objections to jurisdiction and venue of the applicable Chosen Courts. c. Notices to you under these Terms may be provided by (i) posting a notice on the Site, or (ii) sending a message to the email address then associated with your account. Notices provided by posting on the Site will be effective upon posting, and notices provided by email will be effective when sent by Amazon. It is your responsibility to keep your email address current, and you will be deemed to have received any email sent to the email address then associated with your account when Amazon sends the email, whether or not you actually receive it. Notices to Amazon under these Terms may be provided by (A) facsimile transmission to the number stated in the Program Policies or any applicable Work Order, or (B) pre-paid post requiring signature on receipt or personal delivery to the address stated in the Program Policies or any applicable Work Order. Amazon may update the facsimile number and/or address for notices to Amazon by posting a notice on the Site. Notices to Amazon will be deemed effective when delivered in person, when delivered by pre-paid post, or when received by facsimile. d. If any provision of these Terms, the Program Policies, or any Work Order is determined to be unenforceable, the parties intend that these Terms, the Program Policies, or the Work Order (as applicable) be enforced as if the unenforceable provisions were not present and Case Case 18-40270-elm11 18-40270-elm11 DocClaim 175-18-1 Filed Part 12/14/18 2 Filed Entered 06/04/1812/14/18 Desc Attachment 16:34:22 Page 1 Page 31 of 3032 of 31 that any partially valid and enforceable provisions be enforced to the extent that they are enforceable. e. A party does not waive any right under any provision of these Terms, the Program Policies, or any Work Order by failing to insist on compliance with, or by failing to exercise any right under, the applicable provision. Any waivers granted under these Terms, the Program Policies, or any Work Order are effective only if recorded in a writing signed by the party granting such waiver. The rights and remedies of the parties under these Terms, the Program Policies, and any Work Order are cumulative and are not exclusive, and either party may enforce any of its rights or remedies under these Terms, the Program Policies, or any Work Order or other rights and remedies available to it at law or in equity. The Section headings of these Terms are for convenience only and have no interpretive value. f. The following provisions, along with any other provisions that by their nature should survive termination or expiration of these Terms, will survive: Sections 4, 6, 7, 8.b, 8.c, and 9-12. g. You acknowledge that any breach of these Terms, the Program Policies, or any Work Order by you or any of your representatives would cause irreparable harm to Amazon for which Amazon has no adequate remedies at law. Accordingly, Amazon is entitled to specific performance or injunctive relief for any breach of these Terms, the Program Policies, or any Work Order by you or any of your representatives without the necessity of proving damages or posting bond. h. Except for your indemnity obligations under Section 9 and liability arising out of your breach of Section 10, neither party will be liable under any circumstances for lost opportunities or profits, consequential, special, punitive, incidental or indirect damages of any kind. Nothing in these Terms shall limit or exclude either party's liability for any matter that may not be limited or excluded by applicable Law. i. You may charge and Amazon will pay Taxes invoiced by you, provided that those Taxes are stated on the original invoice that you provide to Amazon and your invoices state those Taxes separately and meet the appropriate tax requirements for a valid tax invoice, if any. Amazon may provide you an exemption certificate acceptable to the relevant taxing authority, in which case, you will not collect the Taxes covered by the certificate. You will be responsible for all other taxes (including interest and penalties) or fees arising from transactions and the documentation of transactions under these Terms and any Work Order. Amazon will maintain the right to deduct or withhold any taxes that Amazon determines it is obligated to withhold from any amounts payable to you under these Terms or any Work Order, and payment to you as reduced by such deductions or withholdings will constitute full payment and settlement to you of all amounts payable to you under these Terms or any Work Order. You will provide Amazon with any forms, documents, or certifications as may be required for Amazon to satisfy any information reporting or withholding tax obligations with respect to any payments under these Terms or any Work Order. j. These Terms (together with the Program Policies, which are incorporated in these Terms by this reference), any Work Orders, and any NDA constitute the complete and final Case Case 18-40270-elm11 18-40270-elm11 DocClaim 175-18-1 Filed Part 12/14/18 2 Filed Entered 06/04/1812/14/18 Desc Attachment 16:34:22 Page 1 Page 32 of 3132 of 31 agreement of the parties pertaining to the Services and supersede and replace the parties’ prior agreements, understandings, representations and discussions (whether written or oral) relating to the Services. k. Amazon may modify these Terms (including any Program Policies) at any time by posting a revised version on the Site or by otherwise notifying you in accordance with Section 12.c. The modified Terms will become effective upon posting or, if Amazon notifies you by email, as stated in the email message. By continuing to provide the Services after the effective date of any modification to these Terms, you agree to be bound by the modified Terms. It is your responsibility to check the Site regularly for modifications to these Terms. l. The parties may use standard business forms or other communications, but use of such forms is for convenience only and does not alter the provisions of these Terms. NEITHER PARTY WILL BE BOUND BY, AND EACH SPECIFICALLY OBJECTS TO, ANY PROVISION THAT IS DIFFERENT FROM OR IN ADDITION TO THESE TERMS (WHETHER PROFFERED VERBALLY OR IN ANY QUOTATION, INVOICE, BILL OF LADING, SHIPPING DOCUMENT, ACCEPTANCE, CONFIRMATION, CORRESPONDENCE, OR OTHERWISE). m. You will not be liable for your failure or delay in fulfilling your obligations under these Terms, the Program Policies, or any Work Order if such failure or delay is caused by fire, flood, weather conditions or other Acts of God, invasions, riots, closing of public highways, civil unrest, war, or acts of terrorism or any circumstance beyond your reasonable control and without fault or negligence on your part (“Force Majeure”); provided, that (i) you will promptly notify Amazon in writing of the occurrence and details of any event of Force Majeure that has caused, or is likely to cause, you to either delay or fail to perform your obligations under these Terms or any Work Order, and (ii) you will use reasonable efforts to overcome or limit the effects of any such event of Force Majeure on Amazon. If the service interruption caused by the Force Majeure continues for 30 days, either party will have the right to terminate any affected Work Order with respect to the Services not being performed by giving the other party 24 hours’ prior written notice. To be effective, such notice must be delivered during the service interruption. n. If there is a conflict among these Terms, the Program Policies, and any Work Order, the Program Policies will prevail over these Terms and the Work Order, and the Work Order will prevail over these Terms.