Auditing Service Agreement

1. Interapptive Shipment Auditing is provided and managed by VeriShip, Inc.
2. VeriShip, Inc. agrees to provide to overnight and ground shipping audit services for Customer’s shipments transported through Federal Express, United Parcel Service, or DHL. The Customer hereby expressly authorizes VeriShip, Inc. to receive electronic copies of its Federal Express, United Parcel Service, or DHL invoices and billing history for the purpose of conducting audits of delivery and billing accuracy, and requesting refunds, if appropriate, from Federal Express, United Parcels Service, or DHL.
3. Customer remains solely responsible for the payment for all invoices for all shipments made under or through its account with Federal Express, United Parcel Service, or DHL, regardless of the status of any request for or expected refund as a result of the services provided by VeriShip, Inc.
4. Customer is responsible for payment pursuant to the terms of invoices received by Customer for the services performed by VeriShip, Inc. VeriShip, Inc. shall charge Customer 50 percent (50% of the savings from any refunds and or credits found in the audit) and Customer shall pay such fees directly to VeriShip, Inc. Payment is due within thirty (30) days of receipt of an invoice from VeriShip, Inc.
5. Either Party may terminate this Agreement by providing written notice to the other party. In the event of a termination of this Agreement, all invoices and fees owed to VeriShip, Inc. by the Customer shall become immediately due and payable.
6. VeriShip, Inc. agrees to maintain and keep confidential to Customers rates, discounts, costs, technical information, business records and plans, and other proprietary information that may be received from Customer as part of the audit. VeriShip, Inc. agrees to hold such information strictly confidential and will not disclose the information to any person or entity without the prior written consent of the Customer. All VeriShip, Inc.’s employees and contractors having access to any of the Customer’s confidential information will be made aware of the terms and conditions of this Agreement, and will agree in writing to abide by such confidentiality.
7. Customer acknowledges that VeriShip, Inc. shall act as Customer’s limited agent solely for the specific purposes of using VeriShip, Inc.’s systems and technology to track and analyze shipping and billing records tendered by or for the Customer to Federal Express, United Parcel Service, or DHL. Customer expressly grants VeriShip, Inc. permission to contact and correspond with Federal Express, United Parcel Service, and/or DHL for the purpose of verifying customer shipments and acquiring information with regard to the delivery times and payments for customer shipments. Customer shall cooperate completely and fully in providing any additional information requested by VeriShip, Inc. in order to complete the audits. Customer shall execute all authorization letters requested by VeriShip, Inc. in order to allow VeriShip, Inc. to audit the invoices.
8. Neither party shall be liable to the other for any lost profits, loss of business, loss of data, or interruption of business, or for any indirect, special, incidental, or consequential damages arising out of or in connection with this contractual agreement or the services provided hereunder.
9. Failure by VeriShip, Inc. to enforce strict performances of any provision of this Agreement will not constitute a waiver.
10. The Parties agree that Kansas law, without reference to rules governing claims of laws, shall apply to this Agreement and any dispute between the Parties, and that any claim or controversy between the Parties shall be resolved through binding arbitration in Johnson County, Kansas.