Audit Service Agreement

1. Sifted, LLC. (“Sifted”) agrees to provide overnight and ground shipping audit services for Client’s shipments transported through the Carrier(s) selected above (the “Services”). Client hereby expressly authorizes Sifted to receive electronic copies of its Carrier invoices and billing history for the purpose of conducting audits of delivery and billing accuracy, and requesting refunds from Carriers. Client remains solely responsible for payment of all invoices for all shipments made under its Carrier accounts, regardless of the status of any request for expected refund.  All Carrier refunds and credits due to invoice errors are deemed to be the result of Sifted’s Services.
2. Sifted will charge Client a fee equal to   50%     of the savings from any refunds or credits found in the audit (the “Fees”). Client will pay Sifted the Fees pursuant to the terms of invoices received by Client for the Services. Payment is due within 15 days of invoice receipt.  Client will retain 100% of audit savings for the first 2  months. The term of this agreement is month to month. Either Party may terminate this Agreement on 30 days prior written notice to the other party. In the event of a termination of this agreement, all Fees owed to Sifted shall become immediately due and payable.
3. Sifted uses proprietary software (“Software”) to provide reporting reflecting the results of the Services (“Reports”). Sifted and its licensors own the Software, Reports and all content in the Reports (including all information, artwork, text, trademarks, trade dress, and report formatting) and all associated intellectual property.
4. Each party will maintain the other party’s Confidential Information in confidence, and will not use or disclose Confidential Information except for purposes permitted under this Agreement. Each party will be entitled to disclose Confidential Information of the other party (i) to its employees, provided such employees are bound by non-disclosure obligations no less protective than those set out in this agreement, and (ii) to affiliates and vendors, provided such affiliates and vendors are bound by non-disclosure obligations no less protective than those set out in this Agreement. “Confidential Information” means information that would be considered confidential or proprietary by a reasonable person under the circumstances.
5. Client acknowledges that Sifted shall act as Client’s limited agent solely for the specific purposes of using Sifted’s systems and technology to track and analyze shipping and billing records tendered by or for the Client to the designated Carrier. Client expressly grants Sifted permission to contact and correspond with Carriers for the purpose verifying customer shipments and acquiring information with regard to the delivery times and payments for shipments. Client shall cooperate completely in providing any additional information requested by Sifted in order to complete the audits. Client shall execute authorization letters requested by Sifted in order to allow Sifted to audit the invoices.
6. Sifted disclaims all warranties, express or implied. Client will defend, indemnify and hold harmless Sifted from and against any and all claims, lawsuits, judgments, losses, or expenses (including attorneys’ fees) arising directly or indirectly from or out of, or any way relating to Client’s use of the Software or Services, except to the extent arising from Sifted’s gross negligence or willful misconduct and any claim by a carrier relating to Client’s disclosure of carrier pricing, rate and other information to Sifted. Under no circumstances will either party be liable for any consequential, indirect, special, punitive, exemplary or incidental damages (including claims for lost revenue, lost profits, loss of data, loss of goodwill, etc). In no event will Sifted’s liability under this Agreement exceed the Fees received by Sifted from Client for performing the Services within the twelve (12) months preceding Client’s claim.
7. The Parties agree that Missouri law, without reference to rules governing conflict of laws, will apply to this Agreement and any dispute between the Parties related thereto. The Parties agree to exclusive jurisdiction and venue in the federal and state courts of Missouri for any dispute arising under this Agreement. Sifted’s failure to enforce strict performance or compliance with any provision of this Agreement will not constitute a waiver of our rights to subsequently enforce such provision or other provisions of this Agreement. If a court of competent jurisdiction finds any provision of this Agreement to be illegal or unenforceable, that provision will be eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. This Agreement contains the entire understanding of the Parties regarding its subject matter and supersedes all prior agreements between the Parties, both oral and written. This Agreement will not be amended except by mutual written consent of both Parties. Client may not assign this Agreement by operation of law or otherwise without Sifted’s prior written consent.