Contract For Web Synchronization of Products from the USPLIN Provisioning API Program

This Agreement for the Web Synchronization of Products of the USPLIN Provisioning API Program (“Agreement”) is between US PARTNERS LIQUIDATION INVENTORY, CORP. (“USPLIN”) and the entity that accepts this Agreement (“Company”). This Agreement governs the Company’s participation in the Web Product Synchronization of the Provisioning API Program (“Provisioning and Web Product Synchronization Program”) of the USPLIN BUSINESS service (“USPLIN Business”) and will be effective as of of its acceptance by the Company (“Date of Entry into Force”).

The Provisioning and Web Product Synchronization API Program will be used for the synchronization of products provided by USPLIN, in the stores that the “Company” contracted with DATAPAIR

1. Terms and your acceptance.
1.1 Acceptance and scope.
The API Terms of Use (“API Terms”) set out the terms and conditions for using the APIs and the USPLIN Content available from the USPLIN APIs. By using the USPLIN APIs, you accept these API Terms without modification and enter into a binding agreement with USPLIN, which will result from Application / Website when using the USPLIN APIs. If you do not agree to the API Terms, you cannot access or use the USPLIN APIs.

1.2 Inclusion by reference.
These API Terms and the rights and obligations contained in these API Terms are in addition to and incorporated into the Terms of Service, which apply to all USPLIN Users (“Terms of Service”), for your reference. Please read the Terms of Service carefully as they contain important provisions governing our relationship, including a binding provision on arbitration and a group lawsuit waiver, a disclaimer of warranties, and a limitation of liability. None of the provisions of these API Terms shall be construed as a modification, waiver, amendment or termination of the provisions set forth in the Terms of Service. In the event of a conflict, the Terms of Service will prevail.

1.3 Modifications.
USPLIN reserves the right to modify these API Terms in accordance with Section 21 of the Terms of Service.

2. API license.
2.1 License.
Subject to the terms and conditions of this document, USPLIN grants you a limited personal, non-exclusive, non-transferable, non-sub-licensable, revocable right to access and use the USPLIN APIs to develop, test and support your Application / Website and to distribute or allow access to your integration of the USPLIN APIs in your Application / Website to the end users of your Application / Website, in each case,
a. in accordance with the Terms of Service, including without limitation, these API Terms, and
b. to the extent permitted by all applicable laws and regulations (national and foreign).
You have no right to distribute or allow access to the independent USPLIN APIs. All rights not expressly granted to you are reserved by USPLIN.

2.2 Termination of License.
You can terminate the license and your access to and use of the USPLIN APIs by ceasing to use all USPLIN APIs and closing your API developer account. USPLIN may terminate your access to and use of the USPLIN APIs at any time without prior notice,
a. for your violation or breach of the Terms of Service, including without limitation these API Terms,
b. for your misuse or abuse of the USPLIN APIs;
c. if allowing you to access and use the Services could violate any local, state, provincial or national law, regulation or regulation or expose USPLIN to legal liability; or
d. if USPLIN suspends or discontinues any aspect of the USPLIN APIs in accordance with these API Terms.
At the time of completion:
1. all rights and licenses granted to you will terminate immediately;
2. promptly destroy (or at USPLIN’s option, return to USPLIN), all USPLIN Confidential Information in your possession or control; and
3. You must remove all Stored Content in accordance with your use of the USPLIN APIs and certify destruction in writing to USPLIN within 30 days.
The following sections of these API Terms will remain in effect after termination: 1.1 (Acceptance and scope), 1.2 (Incorporation by reference), 5 (Ownership and relationship of the parties), and 9 (Confidentiality).

3. Your obligations and restrictions
3.1 Storage of site content.
As a general matter, you can store Site Content related to merchandise sales that are in progress to be delivered to end customers by the delivery service, but you cannot store any Site Content related to sales that have occurred in the past. This means that without the explicit permission of the User you cannot store any type of data related to the user who registered on the site that consumes the USPLIN APIs.

3.2 Information required.
If you display or provide any Site Content through your Application / Website, your Application / Website must display all information related to the products in a clear and unadulterated manner.
The link cannot include a “nofollow” attribute and must be searchable by search engines.

3.3 Trademarks.
You must use your own name, your company name, logos, trademarks or application names in connection with your Applications and not the USPLIN company name, logos, trademarks or application names. You have no right or license to use the USPLIN Trademarks (as defined in the Terms of Service) in connection with your Applications or in any other way without the prior written approval of USPLIN. Your Applications must make it clear to Users that they do not belong to USPLIN and that USPLIN neither develops nor controls them.
USPLIN may publicly refer to you as the licensee of the USPLIN APIs. We may also publish your name and logo on our Site and in other promotional or marketing materials without additional consent.

3.4 Liability.
You are solely responsible for your Application / Website and for any use that Users make of your Application / Website. Among other things, this means that you are responsible for maintaining your own user agreement and privacy policy for users of your Application / Website and for compliance with those policies. Your user agreement must allow you and the users of your Application / Website to comply with the Terms of Service, including without limitation these API Terms and the USPLIN Privacy Policy. Your privacy policy should be at least as protective of Personal Data as the USPLIN Privacy Policy. In general, we hope that you are responsible and considerate and that you do not abuse our User data.

3.5 Frequency limit.
There is a frequency limit and restriction on the data fields displayed by Application / Website or service using the USPLIN APIs and you agree that you will comply with the frequency limit and data field restriction at all times. The frequency limit is 1000 calls per hour on each OAuth token. These frequency limits and restrictions are subject to change from time to time at the discretion of the USPLIN, effective immediately upon posting. Your use of any method with the intent to subvert frequency limits or data field restrictions constitutes a violation of these API Terms.

3.6 Other restrictions.
Notwithstanding the license granted under Section 2.1, you agree that you will not:
a. you will use the USPLIN API to support your Application / Website if any Content on your Application / Website would violate the USPLIN Terms of Service.
b. you will use the USPLIN APIs in any way for any purpose that violates laws or regulations (including without limitation laws or regulations relating to sale) or any rights of any person (including but not limited to intellectual property rights, privacy rights or rights of personality), or in any way not consistent with the Terms of Service, including without limitation the Privacy Policy and these API Terms;
c. you will use the USPLIN APIs to operate any mission critical Application / Website where human life or property may be at stake;
d. reverse engineer, disassemble, decompile, or attempt to discover the source code or the structure, sequence, and organization of all or part of the USPLIN APIs (except that this restriction will not apply to the limited extent that restrictions on reverse engineering are prohibited ) by local, state, provincial, national or other applicable law, rule or regulation);
e. rent, lease, resell, distribute, use the USPLIN APIs or Site Content independently or for time-sharing, service bureau, or other business purposes for direct commercial or monetary gain (rather than indirect commercial or monetary gain associated) with the support of your Application / Website);
f. removes or alter proprietary notices or labels in the USPLIN APIs or Site Content;
g. you will participate in any activity that interferes or interrupts the Services;
h. you will use the USPLIN APIs in a way that does not comply or is inconsistent with any part of the USPLIN API documentation.
i. you will use the USPLIN APIs in, or to develop, a product or service that competes with products or services offered by USPLIN.
j. present USPLIN web pages or content in a distorted or watered-down manner, or (g) represent yourself as an agent of USPLIN or its affiliates.

4. Security and privacy.
4.1 General information.
USPLIN takes the security and privacy of its users very seriously. Therefore, we have adopted minimum requirements that your Application / Website must meet from a security and privacy perspective, which is described in more detail below.

4.2 Notification and obtaining the user’s consent.
Your Application / Website must include a user agreement and a privacy policy that your users must accept in accordance with applicable law. Your privacy policy must accurately describe the collection, use, and disclosure of data, and it must comply with applicable law. You must obtain, and you are solely responsible for such obtaining, the clear and express prior consent of each USPLIN user whose Content you access through the USPLIN APIs, which grants you permission, to the extent applicable,
i. to access the USPLIN accounts of such User,
ii. to retrieve, store and use Content from such accounts and
iii. to write information to such accounts.
Your notice that you request consent must be specific for each purpose for which you access, retrieve, store, use and write each type of Content. You will strictly comply at all times with the scope of the express consent granted to you with respect to the Content obtained from such User accounts. You will delete all the Content of those Users who have revoked their consent.

4.3 Contact and cooperation.
You must be reasonably available for USPLIN to contact you regarding any security questions or concerns. You can change the name of your contact by signing up for a new Application / Website key and providing the updated contact information and using the new Application / Website key instead of your existing key. If we are unable to contact you or we believe that circumstances require immediate action on our part, without limiting other rights or resources we may have, we may suspend your access to the USPLIN APIs for the period of the security problem.

4.4 Precautions against viruses.
You agree that, prior to providing USPLIN with your Application / Website and any documents and other related materials, you will check everything with up-to-date and industry-standard anti-virus and anti-worm software prior to its introduction into the Services and that you knowingly or negligently do not introduce any virus, worm or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Services.

4.5 Industry standards.
You warrant that your networks, operating system and web server software, routers, databases and computer systems (collectively the “Systems”) are properly configured to safely operate your Application / Website and store Content. Your Application / Website must use reasonable security measures to protect the private information of your users. You must not create or select Systems in a way that circumvents the above obligations.

4.6 Reports.
You must promptly inform USPLIN of any system security deficiencies or intrusions that impact or compromise our Site, Site Content, Services, or USPLIN API in writing via email to: api@usplin.com You will work with USPLIN to correct any security deficiencies promptly. In the event of such an intrusion or security deficiency, you will collaborate with us to make any type of statement (for example, press, blogs, news panels, etc.) regarding such incident.

4.7 Security checks.
USPLIN shall have the right, at its expense, to inspect and review the documentation related to your Application / Website, your Systems, and your compliance with this Section 4. Any such review will take place during normal business hours such that does not materially interfere with normal business activities. You will promptly correct (at your expense) any security flaws that USPLIN determines to exist based on such inspections and reviews. You will then quickly certify to USPLIN in writing that the security flaw has been corrected and attach a description of the corrective actions taken. If a review reveals a serious violation of any of these security provisions, you will reimburse USPLIN for the reasonable costs of the review.

5. Property and relationship of the parties.
5.1 Site content.
As regards you and USPLIN, USPLIN owns all rights, title and interest (including without limitation all intellectual property rights) in and with respect to
i. the USPLIN APIs and API executables;
ii. the Content of the Site; Y
iii. the Services (collectively the “USPLIN Materials”).
Except for the express licenses granted in these API Terms, USPLIN does not grant you any right, title, or interest in the USPLIN Materials. You agree to take such actions as USPLIN reasonably requests to apply, perfect, or confirm USPLIN’s rights in the USPLIN Materials. Any and all suggestions for correction, changes and modifications to the Services and other comments (including, but not limited to citations of written or oral comments), information and reports provided by you to USPLIN (collectively “Comments”); and all enhancements, updates, or modifications, whether made, created, or developed by USPLIN.

5.2. Your content and your Application / Website.
You represent and warrant to USPLIN that the use by USPLIN and its Users of your company, organization or product name and / or logo (“Your content”) and your Application / Website will not infringe the rights of third parties (for example, any property intellectual property or other property rights), or any applicable law. You hereby grant USPLIN a sublicense right and a fee-paid, royalty-free, non-exclusive, worldwide, irrevocable license, under all your intellectual property rights, to copy, use, perform, and display your Application / Site. Website and its content for marketing purposes, demonstration and to provide your Application / Website to Users. You may not make any public announcement regarding your use of the USPLIN APIs suggesting association with USPLIN without prior review and approval by USPLIN, at the discretion of USPLIN. Upon termination of the license granted to you in Section 2.1 and upon your written request, USPLIN will take reasonable action, in its discretion, to remove all references and links to your Application / Website from the Services.

6. Non-exclusivity.
You acknowledge and agree that these API Terms and the license and other rights granted herein do not create an exclusive relationship between you and USPLIN. USPLIN may, or may participate, or may allow others to develop applications that are the same or similar to your Application / Website for any purpose, including without limitation any commercial purpose.

7. Assistance.
USPLIN reserves the right to change, suspend, or remove any aspect of the USPLIN APIs at any time, including the availability of any USPLIN API.

8. Fees and payments.
USPLIN reserves the right to charge fees for future access or use of the USPLIN APIs at USPLIN’s discretion. If USPLIN decides to charge for any of the USPLIN APIs, you have no obligation to continue using those USPLIN APIs.

9. Confidentiality.
“USPLIN Confidential Information” means all non-public USPLIN information related to the USPLIN APIs, and any other information designated in writing by USPLIN as “Confidential” or with an equivalent designation. Without granting any rights or licenses, USPLIN agrees that USPLIN Confidential Information does not include information that
i. is or becomes (through no wrongdoing or inaction on your part) generally available to the public, or
ii. was in your possession or you knew without restriction prior to receipt of USPLIN, or
iii. was legitimately disclosed to you by a third party without restriction, or
iv. you will develop it independently without using any USPLIN Confidential Information.
In addition, you will not disclose USPLIN Confidential Information to any third party without USPLIN’s prior written consent, except in cases where you can reasonably determine that a Legal Requirement requires of you, provided that you do everything reasonably possible to limit the disclosure and to obtain confidential treatment or protection order and allow USPLIN to participate in the process (to the extent permitted by Legal Requirement). For the purposes of this Agreement, “Legal requirement” means any law, rule, regulation, order, subpoena, questioning, discovery request, or any other legal requirement of a governmental authority. You will not disclose your developer passwords or other credentials to any third party, and you will not use USPLIN Confidential Information except for the express purpose for which it was disclosed.

10. Conditions of Products.
The company on its website and in the description of the products will explain and show the category of the products for the knowledge of the end customer.

Each product will be categorized according to its condition:

10.1 NEW
The inventory is in “retail ready” condition and has NO cosmetic defects, stains, dents, scratches, or signs of age. The inventory is in the original manufacturer’s packaging, sealed and has never been opened or used.

10.2 AS NEW (CASE DAMAGE)
Inventory has NO cosmetic defects, stains, dents, scratches, or signs of age. LIKE THE NEW ONE is in the original manufacturer’s packaging, however, the packaging has been opened and, in some cases, may be damaged.

REFORMED / REPAIRED / RESTORED

10.3 Grade A
Inventory is in “like new, ready to retail” condition with no cosmetic defects, stains, dents, scratches or signs of age. GRADE A items have been refurbished to meet manufacturer’s quality standards.
The product is packed in clean original boxes, new white boxes or new brown boxes that are ready for retail sale. The product has its accessories using new / original accessories, and has all the original product documentation; with the exception of the original warranty card.

10.4 Grade B
Inventory has been inspected, tested, and restored to original manufacturer’s performance specifications. This fully functional item is in “retail ready” condition with SLIGHT cosmetic defects (minor stains and / or light scratches).
A slight wear or scratches by default, an A-GRADE item will become a B-GRADE item.
The product is packed in clean original boxes, new white boxes or new brown boxes that are ready for retail sale. The product has its accessories using new / original accessories, and has all the original product documentation; with the exception of the original warranty card.

10.5 Grade C
Inventory has been inspected, tested, and restored to original manufacturer’s performance specifications. This fully functional product is in “retail ready” condition with SIGNIFICANT cosmetic defects (significant stains and / or significant scratches, dents, or frame damage).
The product is packed in clean original boxes, new white boxes or new brown boxes that are ready for retail sale. The product has its accessories using new / original accessories, and has all the original product documentation; with the exception of the original warranty card.

10.6 TESTED DOES NOT WORK
The inventory has undergone preliminary testing and a technical functionality and / or physical condition test has failed. NO REPAIRS HAVE BEEN ATTEMPTED on this inventory. Packaging can be in various states, including: open, torn, and / or missing. There may be units that lack essential components, accessories, and documentation.
Typically, the rate of return after technicians work on product repair could yield 30% to 60% functional units / appliances. This inventory can be repaired with basic technical skills like firmware updates, software fixes, factory resets, and parts pickup / exchange. This is not a guarantee; simply an estimate based on our experience with this grade of inventory. Warranties are not valid in this condition of the product and the product is sold “AS IS”; cosmetic and operational condition is not guaranteed.

10.7 TESTED DOES NOT WORK (SALVAGE)
The inventory has undergone GENERAL REPAIRS and has failed a technical functionality and / or physical condition test. Packaging can be in various states, including: open, torn, and / or missing. There may be units that lack essential components, accessories, and documentation.

Best practices indicate higher yields through combining SALVAGE parts / components to create functional units / appliances. The SALVAGE inventory can also be used for parts recovery, but this inventory will contain defective parts, it is also possible that parts have already been removed to repair other units / appliances.

Typically, the rate of return will produce 5% to 10% functional units / appliances. This is not a guarantee; simply an estimate based on our experience with this grade of inventory. Warranties are not valid in this condition of the product and the product is sold “AS IS”; cosmetic and operational condition is not guaranteed.

10.8 TESTED DOES NOT WORK (SCRAP)
The inventory has undergone extensive repair and parts recovery and has failed a technical functionality and / or physical condition test. Packaging can be in various states, including: open, torn, and / or missing. There will be units that lack essential key components, accessories, and documentation.

Scrap inventory may contain some functional parts, but major parts and internal components may be missing. Best practices indicate higher returns through combining scrap parts / components to create functional units / appliances. Scrap inventory can also be used for parts collection.

Warranties are not valid in this condition of the product and the product is sold “AS IS”; cosmetic and operational condition is not guaranteed.

10.9 NON-TESTED CUSTOMER RETURNS
The inventory has been sold to an end user and returned through a retail vendor, manufacturer, website, or distribution center. No tests or repairs have been attempted on this grade of product. Packaging can be in various states, including: new, open, broken, and / or missing. There may be units that lack essential components, accessories, and documentation.

Typically, this inventory has a plug-and-play success rate of 75%. This is not a guarantee; simply an estimate based on our experience with this grade of inventory. Warranties are not valid in this condition of the product and the product is sold “AS IS”; cosmetic and operational condition is not guaranteed.

Classification of Smartphones / Tablets / Watches
10.10 Degrees on the devices

Our degrees in the devices are based on industry-wide standards developed by CTIA in conjunction with stakeholders, including major wireless carriers like AT&T and Verizon and aftermarket resellers like USPLIN CORP.

Inventory conditions for cell phones are now limited to: New, Used or Salvage.

We no longer recognize the “Customer Returns”, “Refurbished”, etc. condition types. for cell phones and other mobile devices.

“New” items are new items with original packaging.

“Salvage” means that the phones have not been tested or are broken, parts missing, user ID blocked or otherwise non-functional; These are usually only good for parts and cannot be disputed for quality purposes.

All other phones are now described as a “Used” condition and must include a Grade.

10.11 Grade A: Like new
Insignificant scratches and stains. Tested and fully functional with clean ESN and no user locks (eg FMIP / iCloud locked).

10.12 Grade B: Light wear
It may have one or more light scratches. There are no cracks present on the device or screen. Tested and fully functional with clean ESN and no user locks (no FMIP / iCloud locked).

10.13 Grade C: More pronounced wear
It may have cracks on certain surface areas, such as camera lens, rear lens, but not on the lens of the display cover (glass panel and digitizer). Tested and fully functional with clean ESN and no user locks (eg FMIP / iCloud locked).

10.14 Grade D: Obvious cosmetic damage with cover lens cracks
They may have obvious damage to multiple surface areas and cracks on the lens on the screen cover, but not on the LCD screen. Also, there may be missing parts, liquid damage, and damaged screen. Units are tested but may not be fully functional. Clean ESN, but drives may be locked by user (eg FMIP / iCloud locked).

10.15 Grade E: Obvious cosmetic damage with lcd damage
They will have obvious damage to multiple surface areas, including the internal structure of the screen. Damages can range from but not limited to liquid damage, missing parts, screen burns, etc. Units are tested but may not be fully functional. Clean ESN, but drives may be locked by user (eg FMIP / iCloud locked).

11. Various provisions.
(a) Applicable law. ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY THE LAW OF FLORIDA, EXCEPTING THE CONFLICT OF LAWS RULES OF FLORIDA, AND WILL BE RESOLVED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF THE COUNTY OF MIAMI-DADE (UNITED STATES), TO WHICH PERSONAL JURISDICTION THE PARTIES AGREE TO SUBMIT.
(b) Entire contract. This Contract establishes all the conditions agreed by the parties and supersedes all other contracts between the parties related to this matter. In entering into this Agreement, the parties have relied exclusively on the express statements it contains.
(c) Notifications. All notices of resolution or non-compliance must be in writing and sent to the attention of the other party’s legal department. Notifications addressed to the USPLIN legal department should be sent to legal-notices@usplin.com. All other notifications must be made in writing and addressed to the main contact of the other party. A notice shall be deemed to have been delivered to its addressee when verified by written or automatic acknowledgment of receipt, or by electronic record (if applicable).
(d) Prohibition of resignation. The fact that either party does not exercise any of the rights contained in this Agreement, or is delayed in doing so, will not mean that it waives such right. If any provision of the Agreement is deemed unenforceable, the remaining provisions will remain in full force.
(e) Assignment and change of control. The Company must not assign or otherwise transfer its rights or delegate the obligations contemplated in this Contract, in whole or in part, and any attempt to do so will be considered null and void. If there is a change of control in any of the parties (for example, through a share purchase or sale, a merger or other form of corporate operation): (i) that party will notify the other in writing in within 30 days after the change of control and (ii) the other party may immediately terminate the Contract from the change of control until 30 days have elapsed from receipt of the written notification.
(f) Absence of third-party beneficiaries. This Agreement does not confer any benefit on any third party unless expressly stated otherwise.
(g) No representation. This Agreement does not constitute any association, representation or agency relationship, or temporary business association between the parties.
(h) Independence of the clauses. If any provision (or part of a provision) set forth in this Agreement is deemed invalid, illegal or unenforceable, the other provisions of the Agreement will retain their full validity.
(i) Force majeure. Neither party will be liable for failure to perform its obligations or delay in performance if it is caused by circumstances beyond its reasonable control.
(j) Selection of Categories. USPLIN reserves the right to assign or deny access to product categories at its own discretion without informing the company.
(k) Product Warranty. The Company, in its full knowledge, will inform the end customer on its website that the products provided by USPLIN are for liquidation, therefore their prices are reduced and are sold under “AS IS” or “AS IS”, therefore no guarantee is given. .
(l) Date of effective use of APIS. USPLIN will provide API access up to 60 days before API use for connectivity tests and the start date of API consumption and effective use will be shown in the “APIS Effective Use Date” section.

USPLIN for its part grants API access for a period of 12 months (extendable) for the Synchronization of its Inventory and Products for the following website (s):

1. URL: __________________________________
2. URL: __________________________________
3. URL: __________________________________
4. URL: __________________________________
5. URL: __________________________________
6. URL: __________________________________
7. URL: __________________________________
8. URL: __________________________________
9. URL: __________________________________
10. URL: __________________________________

Date of Effective Use of APIS: _____________________________________

US PARTNERS LIQUIDATION INVENTORY, CORP ___________________________

Company: ___________________________________

Signature Date: ____________________