Fulfillment & Logistics Agreement

Why GoCargo Beats FBA on Cost and Service

This agreement governs UPMOS’s GoCargo fulfillment network. Here’s how the economics and service tiers work in your favour. This summary is provided for convenience – the full agreement below is the legally binding text.

• FREE inbound receiving. Zero inbound placement fees. (Amazon FBA charges $0.21-$6.90 per unit just to receive your inventory.)
• Half-price returns. Return Processing Fee is 50% of the fulfillment fee – Amazon FBA charges the full fulfillment fee on returns.
• Flat storage all year. $0.45 per cubic foot monthly – no Q4 peak surcharge. (FBA’s peak storage fee can multiply 4x in Oct-Dec.)
• Branded packaging. Every order ships in YOUR branded packaging, not Amazon’s brown box – keeps the customer relationship yours.
• Volume-based lifetime tiers. As your volume grows, your per-unit rate drops AND stays at the lower tier – rates don’t reset every year.
• Six service speeds. Go Ground (3-5 days), Go Air (2 days), Go Express (3 days), Go Overnight (next-day guaranteed), Go Same-Day (metro, 11 AM cutoff), and Go Freight (LTL/FTL palletized).
• 99.9% inventory accuracy. Documented commitment with SLA service credits automatically issued for misses.
• Free quarterly inventory audit. Full physical inventory count once per quarter at no charge – additional audits are $0.05/unit.
• Same-day order processing. Orders placed before 2:00 PM local FC time ship the same day.
• 100 units of free onboarding prep. During the first 30 days, minor prep and labelling errors on inbound shipments are corrected free of charge (up to 100 units).

Quick Navigation

• Overview & Purpose
• Definitions
• GoCargo Enrollment
• Inventory Requirements
• Receiving & Prep Standards
• Storage Fees & Limits
• Pick, Pack & Ship
• Shipping Standards & SLAs
• Return Processing
• Dangerous Goods & Restrictions
• Lost, Damaged & Claims
• Removal & Disposal
• Fee Schedule
• Multi-Channel Fulfillment
• Performance & Metrics
• Suspension & Termination
• Contact & Support
• Commingling Policy
• Related Agreements
• General Provisions

Overview & Purpose

This Fulfillment & Logistics Agreement (“Agreement”) governs the terms, procedures, and obligations for sellers utilizing Upmos’s GoCargo Fulfillment program. Enrollment in GoCargo is optional; this Agreement applies only to sellers who choose to use GoCargo for inventory storage, order fulfillment, shipping, and return processing. Merchant Fulfilled Network (MFN) seller standards and obligations are governed by the Marketplace Participation Agreement (MPA), which applies to all sellers.

Go Logistics Services: GoCargo Logistics LLC operates under the consumer-facing brand name Go, providing sellers access to a full range of logistics services designed to help your business excel. Go covers domestic shipping (Go Ground, Go Air, Go Express), overnight and urgent delivery (Go Overnight), same-day critical shipping (Go Same-Day), freight and specialized logistics (Go Freight, Go Health), international shipping (Go Worldwide, Go Saver), e-commerce returns and protection (Go Returns, Vouch, Go Primary), and advanced sensor-based tracking for high-priority shipments (Go Presidential). The complete Go service portfolio is described in the Shipping Standards & SLAs section of this Agreement.

Upmos Entity: Upmos Inc., 9896 Bissonnet St, Houston TX 77036, USA

GoCargo Operations: Operated by GoCargo Logistics LLC, 9896 Bissonnet St, Houston TX 77036, USA, under contract with Upmos Inc.. Upmos Inc. warrants the performance of GoCargo Logistics LLC under this Agreement as if it were Upmos’s own performance. Any breach of standard of care, custody, or fulfillment obligations by GoCargo Logistics LLC is attributable to and enforceable against Upmos Inc. under this Agreement.

Contact: vendors@upmos.com | (855) 637-2433 (855-MERCHED)

This Agreement is incorporated by reference into the Marketplace Participation Agreement (MPA) and Service Level Agreement (SLA).

Definitions

• GoCargo: Upmos’s fulfillment-by-marketplace program where sellers store inventory in Upmos-partnered warehouses and GoCargo handles picking, packing, branded packaging, shipping, and returns
• Fulfillment Center (FC): A GoCargo-operated warehouse facility where seller inventory is received, stored, and shipped from
• FNSKU (Fulfillment Network Stock Keeping Unit): A unique barcode assigned by Upmos to each product unit in the GoCargo system
• ASN (Advanced Shipment Notification): A required electronic notification submitted before sending inventory to a fulfillment center
• Prep Requirements: Packaging, labeling, and preparation standards that products must meet before being accepted at a fulfillment center
• Long-Term Storage: Inventory that has been in a fulfillment center for more than 365 days
• IPI (Inventory Performance Index): A composite score ranging from 0 to 1,000 (with higher scores indicating better inventory health) calculated by Upmos monthly that measures the health and efficiency of a Seller’s GoCargo inventory. IPI incorporates four weighted factors: (a) excess inventory percentage; (b) sell-through rate; (c) stranded inventory percentage; and (d) in-stock rate for top ASINs. Sellers can monitor their IPI score in the Bloom Dashboard — GoCargo — Inventory Performance. IPI thresholds of 400+, 350–399, and below 350 trigger different storage capacity limits as defined in the Inventory Limits & Capacity section. An IPI below 200 for two consecutive quarters is grounds for GoCargo suspension.
• Removal Order: A seller-initiated request to have unsold inventory returned to the seller or disposed of
• Multi-Channel Fulfillment (MCF): Using GoCargo to fulfill orders from non-Upmos sales channels (seller’s own website, other marketplaces)
• Commingled Inventory: Inventory from multiple sellers stored together when products share the same SKU/UPC — NOT used by Upmos (all inventory is seller-separated)
• Landed Cost: The Seller’s actual, documented out-of-pocket cost to acquire and deliver a unit to the GoCargo inbound receiving dock, including: (a) the unit purchase or manufacturing cost per the supplier invoice; (b) inbound freight charges to the GoCargo facility; (c) customs duties and import taxes paid; and (d) any applicable insurance premiums for the inbound shipment. Landed Cost expressly excludes GoCargo prep fees, labeling fees, non-compliance surcharges, and any costs incurred after the unit is received by GoCargo. Sellers must substantiate Landed Cost claims with supplier invoices, shipping records, and customs documentation submitted within 30 days of the reimbursement claim
• ODR (Order Defect Rate): A composite performance metric measuring the percentage of a Seller’s orders that result in negative feedback, A-to-Z Guarantee claims, or credit card chargebacks within a given period. An ODR below 1% is required to maintain GoCargo eligibility. Sellers with ODR between 1% and 2% receive an account warning; ODR above 2% may result in GoCargo suspension. ODR is calculated and reported monthly in the Bloom Dashboard
• SAR (Seller Account Rating): Upmos’s composite seller performance score (0–100), incorporating ODR, Late Shipment Rate, Valid Tracking Rate, and customer satisfaction metrics. A minimum SAR of 75 is required for initial GoCargo enrollment. A minimum SAR of 70 is required to maintain enrollment. Sellers falling below SAR 70 will be placed on a 30-day performance improvement plan (PIP) before GoCargo access is suspended. The PIP process is as follows: (a) Upmos issues a written PIP notice via the Bloom Dashboard and email, specifying the deficient metrics and required improvement thresholds; (b) Seller has 30 calendar days to bring all metrics above the minimum thresholds; (c) If metrics are restored above the minimum by Day 30, the PIP is closed with no suspension; (d) If metrics remain below minimum at Day 30, GoCargo access is suspended and Seller must submit a CAP for reinstatement per the Suspension & Termination section; (e) Seller may contest a PIP notice by submitting a written dispute to vendors@upmos.com (subject: SAR PIP Dispute) within 5 business days, identifying specific data errors; GoCargo will respond within 10 business days with a written determination
• Corrective Action Plan (CAP): A written remediation document submitted by a Seller as part of a GoCargo reinstatement request. A valid CAP must include: (a) a root cause analysis identifying the specific violation(s) that led to suspension; (b) concrete corrective actions already taken as of the submission date; (c) preventive measures to be implemented within 30 days of reinstatement; (d) documented confirmation of resolution for any outstanding inventory, labeling, or compliance issues; and (e) the Seller’s certification that all information in the CAP is accurate and complete
• Business Days: Calendar days Monday through Friday, excluding United States federal holidays (New Year’s Day, Martin Luther King Jr. Day, Presidents’ Day, Memorial Day, Juneteenth, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day). Unless expressly stated otherwise, all time periods and deadlines expressed in “business days” in this Agreement are calculated using this definition.
• Affiliate: With respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity through ownership of a majority of voting securities, by contract, or otherwise.
• ASIN (Upmos Standard Identification Number): A unique ten-character alphanumeric identifier assigned by Upmos to each distinct product listing in the marketplace catalog. ASINs are used to track inventory, sales velocity, IPI metrics, and in-stock rates within the GoCargo system.
• Bloom Dashboard: Upmos’s proprietary seller-facing management portal accessible via the Seller’s Upmos account login. The Bloom Dashboard provides tools for inventory management, shipment planning, ASN creation, removal orders, IPI monitoring, performance metrics, fee reporting, GoCargo billing, and all fulfillment operations referenced in this Agreement.
• Go (Brand): The consumer-facing and seller-facing brand name under which GoCargo Logistics LLC provides all shipping, logistics, fulfillment, and tracking services described in this Agreement. References to “Go” services (e.g., Go Ground, Go Air) refer to services operated by GoCargo Logistics LLC.
• Go Ground: GoCargo’s budget-friendly domestic ground shipping service, delivering within 3–5 business days at the lowest per-unit rate within the Go service portfolio.
• Go Air: GoCargo’s fast domestic air-expedited shipping service with a 2-business-day transit commitment.
• Go Express: GoCargo’s reliable domestic express shipping service with a 3-business-day transit commitment and priority handling.
• Go Overnight: GoCargo’s guaranteed, time-definite overnight shipping service delivering within 1 business day. Eligible for SLA service credits upon documented failure.
• Go Same-Day: GoCargo’s localized same-day delivery service available in participating metro markets for orders placed before 11:00 AM local fulfillment center time. This cutoff is distinct from the standard 2:00 PM fulfillment cutoff that applies to Go Ground, Go Air, Go Express, and Go Overnight services.
• Go Freight: GoCargo’s LTL (less-than-truckload) and FTL (full-truckload) freight service for palletized goods and large-volume shipments.
• Go Health: GoCargo’s specialized logistics service for sensitive healthcare and medical items, incorporating temperature-controlled handling, chain-of-custody documentation, and regulatory compliance.
• Go Worldwide: GoCargo’s international express shipping service with end-to-end tracking and customs clearance support.
• Go Saver: GoCargo’s economy international shipping service for cost-conscious cross-border orders with extended transit windows.
• Go Returns: GoCargo’s end-to-end returns management service, including buyer-facing return labels, inspection, restocking, and disposition processing.
• Vouch: GoCargo’s optional supplemental shipment insurance product for orders exceeding the standard $5,000 per-unit reimbursement cap. May be purchased per-shipment or as a monthly coverage policy.
• Go Primary: GoCargo’s premium high-value shipping service with enhanced handling protocols, signature confirmation, and declared-value coverage for high-value items.
• Go Presidential: GoCargo’s advanced real-time tracking service using IoT sensor technology (temperature, humidity, shock) for high-priority shipments. Available on Go Health, Go Primary, and eligible Go Freight shipments.

GoCargo Enrollment

Eligibility Requirements

• Eligible Plans: Booming, Reserve, and Loyalty plan sellers in good standing (Order Defect Rate < 1%). Guarantee 30 sellers are not eligible for GoCargo.
• Completed Marketplace Participation Agreement (MPA)
• Valid business or individual seller registration
• Products that meet GoCargo’s product eligibility requirements (see Dangerous Goods section for restrictions)
• Ability to comply with all prep, labeling, and shipping requirements
• Account health, sales volume, and product category compatibility will be evaluated during enrollment review

Enrollment Process

1. Apply for GoCargo eligibility through the Seller Dashboard > GoCargo tab
2. Acceptance is based on account health, sales volume, and product category compatibility
3. Accept this Fulfillment & Logistics Agreement
4. Create your first shipment plan and send inventory to the assigned fulfillment center following GoCargo packaging and labeling guidelines
5. Once inventory is received and checked in, listings automatically update with GoCargo fulfillment and receive the “GoCargo Fulfilled” badge, higher search placement, and eligibility for the Upmos Guarantee program (Upmos’s buyer-facing purchase protection offering; GoCargo Fulfilled orders qualify for automatic Guarantee coverage; full eligibility requirements and buyer-facing terms are governed by the Marketplace Participation Agreement)

GoCargo Pricing Tiers — Volume-Based Lifetime Tiers

GoCargo fulfillment fees are based on your lifetime cumulative fulfilled orders (returns excluded). Once you reach a tier milestone, that rate is locked in for life — it never resets, never expires, and never increases. The more you sell, the less you pay — permanently.

Peak & Seasonal Surcharges

During designated peak periods, the following surcharges apply in addition to standard GoCargo rates:

Upmos will provide written notice of peak period dates and applicable surcharges no fewer than thirty (30) calendar days before the start of each peak period. Sellers enrolled in GoCargo prior to peak period announcement are guaranteed the published surcharge rates for that period. Peak surcharges are calculated as a percentage of the Seller’s volume-tier base fulfillment rate for the applicable size/weight tier (not the Standard tier rate). For example, a Ruby-tier seller fulfilling a 2–3 lb order during Q4 pays $3.99 × 1.15 = $4.59, not $4.99 × 1.15.

Oversized & Special Handling Surcharges

Items exceeding standard size or weight thresholds incur the following additional surcharges:

Oversized surcharges are cumulative with standard fulfillment fees and any applicable peak/seasonal surcharges. Sellers must accurately declare item dimensions and weight; underdeclared items will be re-measured and billed at the correct tier plus a $2.00 re-measurement fee per unit.

Your lifetime fulfilled order count (returns excluded) is tracked automatically in your Seller Dashboard under GoCargo > Volume Tier. Once you cross a milestone, your new rate applies to all future orders immediately and remains your rate permanently — even if your sales slow down. You can only move up, never down.

Full GoCargo Rate Card (All Size Tiers)

Base rates above include pick, pack, and shipping for packages within the listed weight range. Returns are excluded from tier milestone calculations.

Weight Surcharge Schedule (Items Over 3 lbs)

A per-pound weight surcharge applies to all GoCargo orders exceeding 3 lbs. This surcharge covers incremental carrier costs for heavier shipments and is added on top of the base fulfillment fee for your volume tier.

Inventory Requirements

Product Eligibility

The following products are eligible for GoCargo fulfillment:

• Standard-size items (up to 18″ x 14″ x 8″ and 20 lbs)
• Oversize items (up to 108″ longest side and 150 lbs) — subject to oversize surcharges
• Products with valid UPC, EAN, or ISBN barcodes
• Non-perishable goods with a shelf life of 90+ days at time of receipt

Inventory Limits & Capacity

• New GoCargo sellers: 500 units initial limit during the first 90 days of enrollment. After 90 days, the limit is automatically reviewed and adjusted as follows: (a) 60% or greater sell-through rate — limit increases to 2,000 units; (b) 30%–59% sell-through rate — limit increases to 1,000 units; (c) below 30% sell-through rate — 500-unit limit remains in effect for an additional 90-day review period. Sell-through rate is calculated as units fulfilled divided by total units received in the GoCargo system during the review period. After the initial 90-day period, limits transition to the standard IPI-based capacity framework. During any period in which a Seller does not yet have a full calendar quarter of GoCargo data and therefore no IPI score has been calculated, the Seller’s storage capacity defaults to the IPI 350–399 tier (12-week average sales velocity × 12 cap) until a full-quarter IPI score is generated and applied automatically. Sellers may request a manual limit review by contacting GoCargo support if their sell-through rate meets the threshold but the system has not yet updated
• Established sellers: Limits based on Inventory Performance Index (IPI) score, reassessed quarterly
• IPI of 400+: Unlimited standard-size storage
• IPI 350–399: Storage cap based on 12-week average sales velocity × 12
• IPI below 350: Reduced limits with overage fees of $10/cu ft per month for inventory exceeding the cap
• Oversize / Bulky items: Subject to separate capacity limits based on fulfillment center availability — contact GoCargo Support for allocation

IPI scores are calculated based on excess inventory percentage, sell-through rate, stranded inventory, and in-stock rate. Sellers can monitor their IPI score and storage utilization in the Bloom Dashboard > GoCargo > Inventory Performance.

Inventory Ownership

Important: Sellers retain full ownership of their inventory at all times while stored in GoCargo fulfillment centers. Upmos does not take title to seller inventory. GoCargo acts solely as a bailee — a custodian of the seller’s property. As a bailee for hire (compensated custodian), Upmos shall exercise ordinary care in the storage, handling, picking, packing, and processing of Seller’s inventory. Upmos shall be liable for loss or damage to inventory caused by Upmos’s failure to exercise ordinary care, subject to the reimbursement caps and procedures set forth in this agreement. This standard of care obligation is not waived or limited by the Warranty Disclaimer section of this agreement, which applies solely to the GoCargo technology platform and fulfillment software, not to the physical custody of inventory.

Custody Boundary & Carrier Liability

GoCargo’s custody of Seller inventory begins at the moment an inbound shipment is scanned and accepted into the GoCargo receiving system at the designated fulfillment center. GoCargo custody ends at the moment a fulfilled order is tendered to the designated outbound carrier and a tracking number is generated. Upmos is not liable for:

• Loss or damage to inbound shipments that occur prior to GoCargo acceptance (i.e., while in the possession of the Seller’s inbound carrier). Sellers should maintain cargo insurance for inbound shipments and pursue claims directly against the inbound carrier
• Loss or damage to outbound shipments that occur after carrier tender (i.e., while in the possession of the outbound carrier). For Upmos-initiated carrier arrangements, Upmos will assist Sellers in filing claims with the outbound carrier upon written request. For multi-channel fulfillment (MCF) orders using a Seller-designated carrier, Seller assumes all carrier risk from tender

For lost-in-transit inbound shipments where GoCargo has no record of receipt and the inbound carrier cannot confirm delivery, Upmos will conduct a warehouse trace investigation within 5 business days of Seller notification. If the investigation confirms GoCargo receipt and subsequent loss, Upmos will reimburse at Landed Cost per the Claims process.

Inventory Reconciliation

Upmos performs regular inventory audits to ensure accuracy between physical counts and system records:

• Cycle counts: Ongoing random sampling of inventory bins — discrepancies are flagged and investigated within 48 hours
• Monthly reconciliation report: Available in the Bloom Dashboard > GoCargo > Inventory Reports on the 5th of each month
• Seller-initiated audit: Sellers may request a full physical count of their inventory once per quarter at no charge. Additional full physical count audits are available for $0.05/unit (minimum $25 per audit)
• Discrepancy resolution: If a discrepancy is confirmed as a GoCargo error, the seller is reimbursed at the item’s landed cost per the Claims process outlined in this agreement

Sellers should review their monthly reconciliation reports and raise any discrepancies within 30 days. Claims filed more than 90 days after a reconciliation report may be denied.

Receiving & Prep Standards

Shipment Planning

• All inbound shipments must be preceded by an Advanced Shipment Notification (ASN) created in the Bloom Dashboard at least 3 business days before shipment
• The ASN must accurately list all SKUs, quantities, and box contents
• Shipments without an ASN will be refused at the dock

Labeling Requirements

• Each unit must have a scannable FNSKU barcode label (provided by Upmos)
• Original manufacturer barcodes must be covered if they differ from the FNSKU
• Labels must be printed at a minimum of 300 DPI on non-reflective paper
• Each shipping box must have an Upmos shipment label on the outside

Prep Requirements by Product Type

Non-Compliant Shipments

Shipments that arrive without proper prep or labeling may be:

• Prepped by GoCargo: At the seller’s expense (prep fees + $0.50/unit non-compliance surcharge). GoCargo will notify Seller via the Bloom Dashboard before performing prep and will await Seller confirmation for shipments where estimated prep cost exceeds $500
• Rejected and returned: At the seller’s expense for outbound shipping. Seller will be notified within 1 business day of rejection and must provide return shipping instructions within 5 business days
• Quarantined: Held pending seller instructions (storage fees at the standard monthly rate apply during quarantine). Quarantined shipments not claimed within 30 calendar days of the quarantine notice are subject to disposal per the Disposal of Abandoned Inventory policy

Inbound Rejection Process & Timeline

When GoCargo rejects an inbound shipment (in whole or in part), the following process applies:

1. Rejection Notice (Day 0): GoCargo sends a written rejection notice to Seller via Bloom Dashboard and email, specifying the reason for rejection (non-compliant labeling, prohibited items, ASN mismatch, packaging failure, etc.) and the number of affected units
2. Seller Response Window (Days 1–5): Seller must provide written instructions via the Bloom Dashboard within 5 business days of the rejection notice: (a) authorize GoCargo to prep/relabel at Seller’s expense; (b) request return shipment to a specified address; or (c) authorize disposal if units are unsellable
3. GoCargo Action (Day 6+): If no Seller response is received within 5 business days, GoCargo will default to quarantine with continued storage fee accrual
4. Quarantine Limit (Day 30): Units in quarantine for more than 30 calendar days from the rejection notice will be treated as abandoned and disposed of per the Disposal of Abandoned Inventory policy, with Seller notified at least 7 days before disposal

Storage fees accrue from the date of GoCargo receipt at standard monthly rates regardless of rejection status. Return shipment costs are billed to Seller’s account at GoCargo’s negotiated carrier rates plus a $5.00 handling fee per shipment.

Storage Fees & Limits

Long-Term Storage Inventory Clean-Up

On the 15th of each month, Upmos assesses long-term storage fees for inventory aged 365+ days. To avoid these fees, sellers should:

• Submit removal orders before the 15th of the month
• Run promotional pricing to increase sell-through on aging inventory
• Monitor inventory age reports in the Bloom Dashboard

Pick, Pack & Ship

GoCargo Fulfillment Process

1. Order Received: Customer places order on Upmos (or MCF order submitted via API)
2. Pick: Warehouse staff picks item from inventory within 2 hours of order
3. Pack: Item packed in Upmos-branded packaging with packing slip and optional marketing insert
4. Ship: Package handed to carrier for delivery (same-day cutoff: 2:00 PM local FC time)
5. Track: Tracking number uploaded to Upmos and buyer notification sent

Branded Packaging

GoCargo uses Upmos-branded packaging by default. Sellers on the Booming Plan or higher may request custom-branded packaging inserts (marketing cards, thank-you notes) subject to Upmos content guidelines. No external branding on the shipping box is available — all GoCargo packages ship in neutral Upmos packaging.

Shipping Standards & SLAs

Go—the logistics brand of GoCargo Logistics LLC—provides sellers access to a full range of shipping and logistics services covering domestic delivery, international express, freight, and specialized healthcare solutions. All Go shipping services are subject to GoCargo SLA commitments as outlined below.

Domestic & Regional Shipping

Overnight & Urgent Delivery

Same-Day & Critical Shipping

Freight & Specialized Logistics

International Shipping

E-Commerce Returns & Protection

Advanced Tracking

GoCargo Performance SLA Summary

All Go shipping services are subject to the following unified performance standards:

• Order Processing Cutoff: Orders received before 2:00 PM local FC time are processed and tendered to the carrier the same business day
• Tracking Upload: Tracking information is uploaded to the buyer’s account within 1 hour of carrier pickup confirmation
• SLA Credit Eligibility: Sellers may request service credits for documented SLA failures within 30 calendar days of the breach event via Bloom Dashboard > Fulfillment > Support > SLA Credit Request
• Service Availability: Go Same-Day, Go Overnight, and Go Presidential are subject to geographic market coverage; availability is confirmed during shipment creation
• International Compliance: Go Worldwide and Go Saver shipments are subject to destination-country customs requirements; transit times exclude customs clearance delays outside GoCargo’s control

If GoCargo fails to meet these SLAs, affected sellers may be eligible for service credits per the Service Level Agreement. Requesting SLA Credits: Submit a support ticket through the Bloom Dashboard (Fulfillment > Support > SLA Credit Request) within thirty (30) calendar days of the breach event. GoCargo will investigate and issue a credit determination within ten (10) business days. Approved credits are applied as a reduction of future GoCargo fees and are not redeemable for cash.

Return Processing

GoCargo’s return management services are offered under the Go Returns brand. Go Returns provides end-to-end returns logistics including buyer-facing return labels, unit inspection, restocking, and disposition management. See the Definitions section for the full Go Returns service description.

GoCargo Return Handling

• Returns for GoCargo-fulfilled items are shipped to GoCargo return centers
• Items are inspected within 48 hours of receipt and categorized as: Sellable, Damaged, Customer-Damaged, or Defective
• Sellable items are automatically returned to active inventory
• Damaged/Defective items are quarantined pending seller disposition instructions (return to seller, donate, or dispose). Seller must provide disposition instructions via the Bloom Dashboard within fourteen (14) calendar days of the return being categorized. If no instructions are received within 14 days, GoCargo will send a written reminder. If no instructions are received within thirty (30) calendar days of the return categorization date, the item will be treated as abandoned and disposed of per the Disposal of Abandoned Inventory policy, with Seller notified at least 7 days before disposal. Storage fees accrue from the categorization date at the standard monthly rate.

Return Processing Fees

Example: If your GoCargo fulfillment fee for an item was $4.99, the return processing fee is only $2.50 — saving you 50% compared to platforms that charge the full fee again.

Dangerous Goods & Restrictions

Prohibited Items (Cannot Be Stored in GoCargo)

• Explosives, fireworks, ammunition
• Compressed gases (aerosol cans accepted with proper documentation)
• Flammable liquids with flash point below 100°F
• Radioactive materials
• Corrosive substances
• Live animals or biological specimens
• Perishable food requiring temperature control
• Firearms and weapons
• Controlled substances / Schedule I-V drugs

Restricted Items (Require Dangerous Goods Approval)

• Lithium batteries (standalone or packed with equipment)
• Aerosol products
• Alcohol-based products (perfumes, sanitizers — non-ingestible)
• Pesticides and herbicides
• Automotive fluids (oil, coolant, brake fluid)

Sellers must complete the GoCargo Dangerous Goods training (available in the Bloom Dashboard > GoCargo > Compliance > Dangerous Goods Training) and submit Safety Data Sheets (SDS) for each restricted product before shipment to fulfillment centers. The training must be completed by at least one authorized account representative before a restricted item application may be submitted. Certifications are valid for twenty-four (24) months from the date of completion and must be renewed before expiration to maintain restricted product authorization.

GoCargo will review each restricted item application and SDS within 10 business days of receiving a complete submission and provide written approval or denial. Sellers must not ship restricted items to fulfillment centers until written approval is received. If an application is denied, GoCargo will provide a written explanation of the deficiencies; Sellers may correct and resubmit for a new review cycle.

Dangerous Goods Application Appeal: If a Seller believes a restricted item application was denied in error (for example, due to a documentation review error, misclassification, or SDS interpretation dispute), the Seller may appeal the denial by submitting a written appeal to vendors@upmos.com (subject line: “GoCargo DG Appeal”) within ten (10) business days of the denial notice. The appeal must identify the specific grounds for appeal and include any additional or corrected documentation. GoCargo will review the appeal within ten (10) business days and issue a written determination. The appeal decision is final for the product’s current configuration. Sellers may submit a new application if the product’s specifications, formulation, packaging, or safety data materially changes. There is no limit on the number of applications a Seller may submit for a materially changed product configuration.

Lost, Damaged & Claims

GoCargo Liability

GoCargo is liable for inventory that is lost or damaged while in GoCargo’s custody (from check-in to delivery to buyer). Reimbursement is calculated as:

• Lost Inventory: Reimbursement is limited to the item’s landed cost (purchase price + inbound shipping). GoCargo inventory is insured against fire, flood, and theft.
• Damaged Inventory: Same calculation as lost inventory for items deemed unsellable by GoCargo inspection
• Maximum reimbursement: $5,000 per unit. For items valued above this amount, sellers must purchase supplemental insurance. Additional coverage may be purchased through the GoCargo Insurance Program.
• Insurance Requirement (MPA Cross-Reference): Sellers generating more than $7,000/month in gross merchandise value (“GMV”; for purposes of this provision, GMV means the aggregate retail value of all orders fulfilled through GoCargo in a calendar month, including both Upmos marketplace orders and Multi-Channel Fulfillment (MCF) orders, calculated on a rolling 30-day basis) are required to maintain commercial general liability insurance with a minimum coverage of $1,000,000 per occurrence, naming Upmos Inc. as an additional insured. See MPA Section: Insurance Requirements for full details.

Claim Process

1. Seller identifies discrepancy in inventory reports (Bloom Dashboard)
2. Seller submits claim within 60 days of the discrepancy date. Timeline alignment: Sellers should flag discrepancies within 30 days of receiving their monthly reconciliation report (see Inventory Reconciliation). The 60-day formal claim window runs from the date the discrepancy first occurred. Claims submitted more than 90 days after the applicable reconciliation report date will be denied regardless of when the discrepancy was identified.
3. GoCargo investigates within 10 business days
4. If approved, reimbursement is credited to seller’s Upmos account within 5 business days

Insurance Assignment & Claims Process

Sellers enrolled in the GoCargo program are subject to the following insurance provisions:

• Shipment Insurance: Coverage for loss, theft, or damage during transit for all shipments valued at $100 or more. GoCargo automatically applies shipment insurance to qualifying orders at no additional charge to Seller — the cost is bundled within the standard GoCargo fulfillment rate and is not separately billed. Sellers are not charged a separate insurance line item for shipments valued at $100 or more.
• Inventory Insurance: Coverage for inventory stored at GoCargo fulfillment centers against loss, theft, fire, flood, and other covered perils. Seller is responsible for declaring accurate inventory values. Upmos’s facility insurance covers structural and operational losses but does not cover Seller’s inventory unless Seller has opted into the GoCargo Inventory Protection Program.
• Claims Process: In the event of a covered loss, Seller must file a claim within sixty (60) calendar days of the loss or discrepancy date. Claims submitted more than ninety (90) days after the applicable monthly reconciliation report date will be automatically denied per the Inventory Reconciliation policy. This timeline is consistent with the Claim Process set forth in the GoCargo Liability section above. Claims must include: order/shipment ID, declared value, proof of value (invoice or receipt), and description of loss or damage. Upmos will process claims within fifteen (15) business days of receipt of complete documentation.
• Subrogation: By enrolling in GoCargo insurance programs, Seller assigns to Upmos (or its insurer) the right of subrogation against any third party responsible for the loss.

Removal & Disposal

Removal orders are processed within 10-14 business days. During peak season (October–December), processing may take up to 30 business days.

Fee Schedule

GoCargo Fulfillment Fee Summary

Sales Tax & Currency

All GoCargo fees listed in this Agreement are denominated in United States Dollars (USD). Sales tax on fulfillment services is handled as follows:

• Product sales tax: Upmos collects and remits marketplace sales tax on behalf of sellers as required by applicable state and local laws (Marketplace Facilitator rules). Sellers are responsible for any jurisdictions where Upmos is not the Marketplace Facilitator
• Fulfillment service fees: GoCargo fulfillment fees are business-to-business (B2B) service charges and are generally not subject to sales tax. If tax is required in a jurisdiction, it will be itemized separately on the seller’s fee statement
• International sellers: Must provide a valid W-8BEN or W-8BEN-E form. Payments may be subject to U.S. withholding tax per applicable tax treaties
• Fee statements: Monthly fee summaries are available in the Bloom Dashboard > GoCargo > Billing by the 5th of each month

Multi-Channel Fulfillment

GoCargo Multi-Channel Fulfillment (MCF) allows sellers to use GoCargo inventory to fulfill orders from other sales channels:

• Seller’s own website (Shopify, WooCommerce, BigCommerce, etc.)
• Other marketplaces (where permitted by those platforms’ terms)
• Wholesale / B2B orders
• Social commerce orders (Instagram, TikTok, Facebook Shops)

MCF orders are charged at the same volume-tier rate as your Upmos orders — no premium or surcharge. Multi-channel orders count toward your lifetime volume tier milestones. MCF packages ship in your custom branded packaging not in Upmos-branded boxes — unlike regular GoCargo Upmos marketplace orders, which ship in neutral Upmos-branded packaging. Your customers on other channels will see your brand, not Upmos branding.

Performance & Metrics

GoCargo Performance SLAs

If GoCargo fails to meet these SLAs, affected sellers may be eligible for service credits per the Service Level Agreement. For the SLA credit request procedure (30-day deadline, Bloom Dashboard > Fulfillment > Support > SLA Credit Request), see Shipping Standards & SLAs above.

Seller Performance Metrics (Cross-Reference: MPA)

In addition to GoCargo operational SLAs, all GoCargo sellers must maintain the following performance standards as defined in the Marketplace Participation Agreement (MPA):

Performance metrics are evaluated on a rolling 30-day basis. Sellers who fall below targets will receive a Performance Notification via the Bloom Dashboard with a remediation window before enforcement action.

Suspension & Termination

GoCargo Suspension

A seller’s GoCargo privileges may be suspended for:

• Repeated shipments of prohibited or restricted items without approval
• Inventory Performance Index (IPI) score below 200 for 2 consecutive quarters
• Non-compliant shipments exceeding 30% of total inbound shipments
• MPA or SLA violations resulting in account warning or suspension

Effect on Marketplace Account: A GoCargo suspension affects only the Seller’s access to GoCargo fulfillment services. It does not, by itself, result in suspension of the Seller’s overall marketplace account, removal of active non-GoCargo product listings, or restriction of Merchant Fulfilled Network (MFN) selling privileges. If the conduct or condition giving rise to the GoCargo suspension also constitutes a separate violation of the Marketplace Participation Agreement (MPA), independent MPA enforcement action may proceed and may result in marketplace account-level consequences.

Suspension Dispute & Pre-Suspension Review

A Seller who believes a GoCargo suspension notice was issued in error (including due to data calculation errors, system discrepancies, or misclassification of inventory) may request a pre-suspension review by submitting a written dispute to vendors@upmos.com (subject line: GoCargo Suspension Dispute) within five (5) business days of receiving the suspension notice. The dispute must identify: (a) the specific grounds cited in the suspension notice; (b) the Seller’s basis for believing the suspension is erroneous; and (c) supporting documentation (e.g., corrected IPI data, inbound shipment records, compliance certificates).

Upon receipt of a timely suspension dispute, Upmos will:

1. Place the suspension in a pending review status for up to ten (10) business days while GoCargo investigates the dispute; during this period, GoCargo fulfillment will continue for active orders already accepted;
2. Issue a written determination within ten (10) business days: either (a) confirming the suspension with written explanation of the specific factual basis, or (b) rescinding the suspension with no adverse mark on Seller’s account history;
3. If the suspension is confirmed after dispute review, Seller may proceed with a formal reinstatement CAP per the Reinstatement Process section.

This pre-suspension review process is available once per rolling twelve (12) month period per Seller account. It does not apply to suspensions issued for imminent safety hazards (prohibited hazardous items, undeclared dangerous goods) or fraud, which take effect immediately with no pre-suspension hold period.

Compliance Documentation Requirements

When requested by Upmos, sellers must provide compliance documentation within seven (7) business days. This includes but is not limited to:

• Product authenticity certificates or supplier invoices
• Safety testing reports (for applicable categories)
• Dangerous goods documentation and Safety Data Sheets (SDS)
• Insurance certificates (required for sellers exceeding $7,000/month in sales)
• Licensing or regulatory compliance proof for restricted product categories

Failure to provide requested documentation within the 7-day window may result in immediate listing suspension until documentation is received and verified. Repeated failures may escalate to account-level suspension per the MPA enforcement schedule.

Termination for Cause

Either party may terminate this GoCargo Fulfillment Agreement immediately upon written notice if the other party:

• Materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) calendar days after receiving written notice specifying the breach;
• Becomes insolvent, files for bankruptcy, or has a receiver appointed for a substantial portion of its assets;
• Engages in fraud, willful misconduct, or illegal activity in connection with the GoCargo program;
• Repeatedly fails to meet Minimum Fulfillment Standards as defined in the MPA, resulting in three (3) or more written warnings within any rolling twelve (12) month period; or
• Violates applicable laws, regulations, or third-party rights in a manner that exposes Upmos to material liability.

Upmos reserves the right to immediately suspend GoCargo services pending investigation of any suspected cause for termination.

Termination for Convenience

Either party may terminate this GoCargo Fulfillment Agreement for any reason or no reason upon thirty (30) calendar days’ written notice to the other party. During the notice period:

• Seller must fulfill or arrange for fulfillment of all orders accepted prior to the termination notice date;
• Seller must initiate removal of all inventory from GoCargo fulfillment centers within fifteen (15) calendar days;
• All outstanding fees, surcharges, and penalties shall be settled within thirty (30) calendar days of the termination effective date; and
• Upmos shall continue to process returns on Seller’s behalf for thirty (30) calendar days following termination.

Termination for convenience shall not relieve either party of obligations that accrued prior to the effective date of termination, including payment obligations, indemnification duties, and confidentiality requirements.

Upon GoCargo Termination

• Seller has 30 days to submit removal orders for all inventory
• After 30 days, unclaimed inventory will be charged long-term storage rates
• After 90 days, unclaimed inventory is subject to disposal at Upmos’s discretion
• Seller remains liable for all fees accrued through the date of inventory removal

Reinstatement Process

Sellers whose GoCargo privileges have been suspended may apply for reinstatement by:

1. Resolving the root cause: Address all cited violations (prohibited items removed, IPI improved, non-compliant shipments corrected, MPA/SLA violations resolved)
2. Submitting a reinstatement request: Contact vendors@upmos.com with subject line “GoCargo Reinstatement Request” including a corrective action plan
3. Compliance review: Upmos will review the request within 10 business days. A compliance review may include inspection of corrected inventory, documentation verification, and account health assessment
4. Probationary period: Reinstated sellers enter a 90-day probationary period with enhanced monitoring. Any recurrence of the original violation during probation results in permanent GoCargo removal

Reinstatement is not guaranteed. Sellers with multiple suspensions or severe violations (e.g., prohibited hazardous items, safety incidents) may be permanently ineligible for GoCargo.

Corrective Action Plan (CAP) Requirements

A CAP submitted with a reinstatement request must include all of the following elements to be considered complete. Incomplete CAPs will be returned to the Seller with written explanation within 5 business days, and the review clock restarts upon resubmission:

1. Root Cause Analysis: A written explanation of the specific operational, procedural, or product-related failure that caused the suspension violation
2. Corrective Actions Completed: Documented evidence of remediation steps already taken as of the submission date (e.g., revised product labeling, updated packaging procedures, disposal of non-compliant inventory)
3. Preventive Measures: A concrete implementation plan for preventing recurrence, including specific process changes, staff training, or system updates, with a completion timeline not to exceed 30 days from reinstatement
4. Compliance Confirmation: Written certification that all outstanding inventory, labeling, dangerous goods, or performance metric issues have been resolved, with supporting documentation
5. Seller Certification: Certification under penalty of account termination that all information in the CAP is accurate, complete, and not misleading

Review Timeline: Upmos will issue a written reinstatement decision within 15 business days of receiving a complete CAP. The decision will either: (a) approve reinstatement with conditions and initiate the 90-day probationary period; (b) request additional documentation (one-time, with the review clock paused); or (c) deny reinstatement with written explanation of the specific deficiencies.

Appeal of Denial: A Seller whose reinstatement CAP is denied may submit one (1) written appeal to the GoCargo Operations Manager via vendors@upmos.com (subject line: “GoCargo Reinstatement Appeal”) within 30 days of the denial notice. The appeal must address the specific deficiencies identified in the denial. Upmos will issue a final written decision on the appeal within 20 business days. The appeal decision is final.

Exit & Wind-Down Procedure

Upon termination or expiration of this Agreement (whether for cause, convenience, or otherwise), the following wind-down procedures shall apply:

Abandoned Inventory: Inventory not removed within sixty (60) calendar days of the termination effective date shall be deemed abandoned. Upmos may dispose of, donate, recycle, or liquidate abandoned inventory at its sole discretion, and Seller shall have no claim to proceeds from such disposition. Seller shall remain liable for all storage fees accrued through the disposal date.

Disposal of Abandoned Inventory: If Seller fails to submit removal orders for all inventory within the applicable removal deadline (30 days following termination, suspension, or notification of cancellation), GoCargo will send a final abandonment notice to Seller’s email address on file at least 7 calendar days before disposal. After the notice period expires, GoCargo may dispose of remaining inventory at its discretion (including donation, liquidation, or destruction). Disposal fees are charged to Seller’s account as follows: units under 1 lb — $1.50/unit; units 1–5 lbs — $3.50/unit; units over 5 lbs — $7.50/unit. Net liquidation proceeds (after deducting disposal fees and outstanding GoCargo charges) will be remitted to Seller within 30 days. Seller remains liable for any disposal costs not covered by liquidation proceeds. GoCargo shall have no further liability to Seller for inventory disposed of in accordance with this provision.

Survival of Wind-Down Obligations: The obligations set forth in this Exit & Wind-Down Procedure shall survive termination and remain in effect until fully performed, regardless of the reason for termination.

Seller Voluntary Cancellation

Sellers may voluntarily opt out of GoCargo at any time by:

1. Submitting a cancellation request through the Bloom Dashboard > GoCargo > Settings > Cancel Enrollment
2. Submitting removal orders for all GoCargo inventory within 30 days of cancellation
3. GoCargo fulfillment fees continue to apply to any orders shipped before cancellation takes effect

Cancellation takes effect at the end of the current billing cycle. Sellers may re-enroll in GoCargo after a 30-day cooling-off period (required for system reactivation and inventory slot reservation), subject to the standard eligibility requirements and enrollment review. Re-enrollment applications are reviewed within 5 business days.

Contact & Support

• GoCargo Support Email: vendors@upmos.com (subject line: “GoCargo”)
• Phone: (855) 637-2433 (855-MERCHED)
• Bloom Dashboard: Fulfillment > GoCargo section for shipment plans, inventory management, and fee reports
• Support Hours: Monday–Friday, 8:00 AM – 8:00 PM Central Time (excluding U.S. federal holidays)
• Response Times: Email inquiries responded to within 1 business day. Phone support available during business hours with average hold time under 5 minutes
• Urgent Issues: For shipment holds, dangerous goods incidents, or inventory emergencies, use email subject line “URGENT: GoCargo” for priority routing (target response: 4 hours during business hours)
• Escalation Path: If your issue is not resolved within 3 business days, request escalation to the GoCargo Operations Manager via your original support ticket

Commingling Policy

GoCargo operates a strict non-commingling policy for all seller inventory:

• Segregated Storage: Each Seller’s inventory shall be stored separately and distinctly identified within GoCargo fulfillment centers. Inventory from different sellers shall not be combined, mixed, or stored in shared bins or locations.
• Unique Identification: All inventory units must bear Seller-specific barcodes or SKU labels. GoCargo will not accept or process units that cannot be uniquely attributed to a specific Seller account.
• Liability Separation: In the event of inventory loss, damage, or discrepancy, liability shall be determined based on segregated inventory records. Upmos shall not be responsible for losses attributable to Seller’s failure to properly label or identify inventory.
• Audit & Verification: Sellers may request inventory audits up to once per calendar quarter at no additional cost. Additional commingling verification audits may be requested at Seller’s expense ($250 per audit, flat fee). Note: this fee applies specifically to commingling verification; full physical inventory count audits are governed by the fee schedule in the Inventory Reconciliation section. Audit results will be provided within ten (10) business days.
• Prohibited Commingling: Any attempt by Seller to commingle inventory with another seller’s products, or to misrepresent inventory ownership, shall constitute a material breach of this Agreement and may result in immediate termination for cause.
• GoCargo Operational Error: In the event that GoCargo warehouse staff inadvertently commingles Seller’s inventory with another seller’s inventory through GoCargo’s own operational error (and not due to Seller’s labeling or SKU failure), GoCargo shall: (a) notify affected sellers within 2 business days of discovery; (b) conduct an inventory investigation and re-segregation at GoCargo’s expense; and (c) reimburse Seller at Landed Cost for any units confirmed lost or rendered unsellable as a direct result of the commingling error. This provision does not apply where commingling results from Seller’s failure to properly label or identify inventory per this agreement

Related Agreements & Cross-References

This GoCargo Fulfillment Agreement operates in conjunction with the following Upmos agreements. Sellers enrolled in GoCargo are subject to the terms of each applicable agreement:

In the event of a conflict between this Agreement and any related agreement, the Document Hierarchy & Precedence order defined in this Agreement shall apply. Sellers are responsible for reviewing and complying with all applicable agreements.

General Provisions

Governing Law & Jurisdiction

This agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflicts of law principles. Except as otherwise provided in the Dispute Resolution section of this Agreement (which requires negotiation, mediation, and binding arbitration for qualifying disputes), and except for interim injunctive relief sought in aid of arbitration and small claims court proceedings permitted under the Dispute Resolution section, any disputes arising under or in connection with this agreement that are not subject to mandatory arbitration shall be brought exclusively in the state or federal courts located in Harris County, Texas. Each party irrevocably consents to the personal jurisdiction and venue of such courts for such non-arbitrated matters.

Fee Disputes & Billing Errors

For disputes relating solely to GoCargo fee assessments, incorrect volume-tier application, weight surcharge calculations, or other billing errors, Seller may use the following fast-track resolution process before invoking the full Dispute Resolution procedure above:

1. Bloom Dashboard Ticket (Day 0): Seller submits a billing dispute ticket through the Bloom Dashboard — GoCargo — Billing — Dispute, identifying the specific charge, amount disputed, and basis for dispute. Seller must submit the ticket within sixty (60) days of the disputed charge appearing on the fee statement.
2. GoCargo Billing Review (Days 1–10): GoCargo billing support reviews the dispute and issues a written determination within ten (10) business days of ticket submission. If the dispute is upheld, a credit is applied to Seller’s account within three (3) business days of the determination.
3. Escalation to Operations Manager (Days 10–20): If Seller disagrees with the billing determination, Seller may escalate within ten (10) business days by emailing vendors@upmos.com (subject line: GoCargo Fee Dispute Escalation) with the original ticket number. The GoCargo Operations Manager will issue a final billing determination within ten (10) business days of escalation.

If the fee dispute is not resolved through this fast-track process within thirty (30) days of initial ticket submission, the dispute shall be escalated to the full Dispute Resolution procedure set forth below. This fast-track procedure does not limit either party’s right to pursue formal dispute resolution at any time.

Dispute Resolution

Any dispute, claim, or controversy arising out of or relating to this agreement shall be resolved in accordance with the dispute resolution procedures set forth in the Marketplace Participation Agreement (MPA), including:

• Negotiation (30 Days): The parties shall first attempt to resolve the dispute through good-faith negotiation between designated representatives.
• Mediation (60 Days): If negotiation fails, the dispute shall be submitted to mediation administered by a mutually agreed-upon mediator in Houston, Texas.
• Binding Arbitration: If mediation is unsuccessful, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, as supplemented by the following: (a) disputes involving claims or counterclaims not exceeding $250,000 (exclusive of interest, attorneys’ fees, and costs) shall be heard by a single arbitrator; (b) disputes involving claims or counterclaims exceeding $250,000 shall be heard by a panel of three (3) arbitrators, each selected per AAA procedures. The seat of arbitration shall be Houston, Texas. The arbitrator’s (or panel’s) decision shall be final, binding, and enforceable in any court of competent jurisdiction.

Each party shall bear its own costs of mediation and arbitration, unless the arbitrator determines otherwise.

CLASS ACTION WAIVER: ALL DISPUTES ARISING UNDER THIS AGREEMENT SHALL BE RESOLVED ON AN INDIVIDUAL BASIS. NEITHER PARTY SHALL HAVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, MASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR REPRESENTATIVE ACTION, WHETHER IN ARBITRATION OR IN ANY COURT PROCEEDING. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE CLAIMS OR TO PRESIDE OVER A CLASS OR REPRESENTATIVE PROCEEDING. THIS WAIVER IS MATERIAL TO THE PARTIES’ AGREEMENT TO ARBITRATE.

Nothing in this section shall prevent either party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information pending arbitration. The party seeking such relief: (a) is not required to post bond unless required by the court; (b) submits to the jurisdiction of the state or federal courts in Harris County, Texas for such interim relief only; and (c) does not waive the right to arbitrate the underlying dispute by seeking such relief.

Small Claims Court Carve-Out: Notwithstanding the arbitration obligation above, either party may bring an individual claim in a court of competent jurisdiction with small claims jurisdiction (in Texas, a Justice Court having jurisdiction over claims up to $20,000) if the claim qualifies under that court’s jurisdictional limits and procedural rules. This small claims carve-out applies only to claims that remain within small claims jurisdiction at all times. If a claim is removed, transferred, or expanded beyond small claims jurisdiction, it reverts to mandatory arbitration under this section. This carve-out is intended to make the dispute resolution mechanism commercially reasonable for low-value billing disputes and does not affect the enforceability of the class action waiver or any other provision of this section.

Indemnification

Seller shall indemnify, defend, and hold harmless Upmos Inc., its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• Seller’s breach of any term or obligation under this agreement;
• Seller’s violation of any applicable law, regulation, or third-party right;
• Any claims arising from defective, mislabeled, or hazardous products submitted by Seller for fulfillment;
• Any loss, damage, or injury caused by Seller’s failure to comply with packaging, labeling, or dangerous goods requirements.

Upmos shall provide prompt written notice of any claim for which indemnification is sought and shall cooperate with Seller in the defense of such claim. Seller shall not settle any claim without Upmos’s prior written consent if the settlement imposes any obligation on Upmos or does not include a full release of claims against Upmos.

Reciprocal Indemnification by Upmos

Upmos shall indemnify, defend, and hold harmless Seller, its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or directly resulting from:

• Upmos’s gross negligence or willful misconduct in the physical handling, storage, picking, packing, or shipping of Seller’s inventory;
• Upmos’s unauthorized disposal or destruction of Seller’s inventory other than in accordance with this agreement;
• GoCargo’s fulfillment of the wrong product to a buyer due to a GoCargo warehouse picking or packing error that was not caused by Seller’s labeling failure;
• Upmos’s unauthorized disclosure of Seller’s Confidential Information (including inventory data, pricing, and sales metrics) to third parties in breach of the Non-Disclosure Agreement (NDA); or
• Upmos’s fraudulent misrepresentation to the Seller.

This reciprocal indemnification does not extend to any claim arising from Seller’s own acts, omissions, product defects, labeling failures, or non-compliance with this agreement. Seller shall provide prompt written notice of any claim for which reciprocal indemnification is sought and shall cooperate with Upmos in the defense of such claim. Upmos shall not settle any such claim without Seller’s prior written consent if the settlement imposes any obligation on Seller or does not include a full release of claims against Seller.

Force Majeure

Preservation of Bailee Standard of Care: Notwithstanding anything in this Force Majeure clause, Upmos’s bailee duty to exercise ordinary care in the physical protection of Seller’s stored inventory is not suspended by a force majeure event to the extent that the risk was reasonably foreseeable and protective measures were practicable before the event began. Where a force majeure event (such as a named storm, flood warning, or fire risk) is publicly forecast or announced at least 24 hours in advance, Upmos shall take commercially reasonable protective measures for stored inventory (including palletizing, relocating, or covering inventory) prior to the event’s onset. Failure to take such pre-event measures where practicable shall not be excused by this Force Majeure clause and may give rise to liability under the bailee standard of care set forth in this Agreement.

Subject to the foregoing, neither party shall be liable for any failure or delay in performing its obligations under this agreement (other than payment obligations) where such failure or delay results from circumstances beyond the reasonable control of the affected party, including but not limited to: acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, embargoes, government orders or actions, power failures, internet or telecommunications failures, cyberattacks, or labor disputes. The affected party shall:

• Provide prompt written notice to the other party describing the force majeure event;
• Use commercially reasonable efforts to mitigate the impact and resume performance;
• Resume performance promptly upon cessation of the force majeure event.

If a force majeure event continues for more than ninety (90) consecutive days, either party may terminate this agreement upon thirty (30) days’ written notice without liability.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPMOS’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY SELLER TO UPMOS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) FIVE THOUSAND DOLLARS ($5,000). SELLER’S TOTAL AGGREGATE LIABILITY TO UPMOS UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY SELLER TO UPMOS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) TEN THOUSAND DOLLARS ($10,000); PROVIDED, HOWEVER, THAT THIS SELLER CAP SHALL NOT APPLY TO (I) CLAIMS ARISING FROM SELLER’S OWN PRODUCTS, PRODUCT DEFECTS, OR LABELING FAILURES THAT RESULT IN THIRD-PARTY CLAIMS AGAINST UPMOS, (II) SELLER’S WILLFUL MISCONDUCT OR FRAUD, OR (III) SELLER’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Warranty Disclaimer

THE GOCARGO FULFILLMENT SERVICES AND UPMOS MARKETPLACE PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPMOS DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. UPMOS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. SELLER ASSUMES ALL RISK ARISING FROM USE OF THE SERVICES.

Severability

If any provision of this agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.

Entire Agreement

This Fulfillment & Logistics Agreement, together with the Marketplace Participation Agreement (MPA), the Service Level Agreement (SLA), the Non-Disclosure Agreement (NDA), the Tax Compliance Agreement, the Brand Registry Terms, and all other agreements and policies incorporated by reference therein, constitutes the entire agreement between the parties regarding the subject matter hereof. This agreement supersedes all prior or contemporaneous oral or written communications, proposals, and representations regarding the same subject matter.

Waiver

No failure or delay by either party in exercising any right, power, or remedy under this agreement shall operate as a waiver thereof. No single or partial exercise of any right shall preclude further exercise of that right or any other right. A waiver of any breach shall not constitute a waiver of any subsequent breach.

JURY TRIAL WAIVER

EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Each party certifies and acknowledges that (a) no representative of the other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal proceeding, (b) such party has considered the implications of this waiver, (c) such party makes this waiver knowingly and voluntarily, and (d) such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this section.

Notice Provisions

All formal notices, demands, or communications required or permitted under this agreement shall be in writing and delivered by one of the following methods: (a) email to the designated contact address on file in the Seller’s Bloom Dashboard account, with confirmation of delivery; (b) certified or registered mail, return receipt requested; or (c) overnight courier to the address set forth below. Notices shall be deemed effective: (a) upon confirmed delivery for email; (b) three (3) business days after mailing for certified mail; and (c) one (1) business day after deposit with an overnight courier sent before 5:00 PM Central Time.

Notices to Upmos:
Upmos Inc.
Attn: Legal Department — GoCargo Fulfillment
9896 Bissonnet St, Houston, TX 77036
Email: legal@upmos.com

Notices to Seller: To the email address and mailing address on file in Seller’s Bloom Dashboard account, as updated from time to time. It is Seller’s responsibility to maintain current and accurate contact information. Routine operational communications (fee assessments, inventory alerts, shipment updates, performance reports) may be delivered through the Bloom Dashboard, email, or in-platform notification and do not require compliance with the formal notice provisions above.

Relationship of the Parties

The parties are independent contractors. Nothing in this agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between Upmos and Seller. GoCargo’s storage and fulfillment of Seller’s inventory constitutes a bailment for hire and does not create an agency relationship. Neither party has authority to bind the other party, make representations on the other party’s behalf, or incur obligations in the other party’s name.

No Third-Party Beneficiaries

This agreement is entered into solely for the benefit of Upmos Inc. and the Seller. Nothing in this agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever. Notwithstanding the foregoing, Upmos’s officers, directors, employees, agents, and affiliates referenced in the Indemnification section are intended third-party beneficiaries of the indemnification obligations solely to the extent of such obligations.

Language of Agreement

This agreement is written and executed in the English language, which is and shall remain the sole controlling language for all purposes, including interpretation, enforcement, and dispute resolution. Any translation of this agreement into any other language is provided for informational convenience only and shall have no legal effect. In the event of any conflict or discrepancy between the English version and any translated version, the English version shall prevail in all respects.

Intellectual Property

Each party retains all right, title, and interest in and to its own intellectual property, including trademarks, service marks, logos, trade dress, patents, copyrights, and proprietary technology existing prior to or developed independently of this Agreement. Nothing in this Agreement shall be construed to grant either party any license, right, or interest in the other party’s intellectual property except as expressly set forth herein. Upmos grants Seller a limited, non-exclusive, non-transferable, royalty-free license to identify its products as “GoCargo Fulfilled” in accordance with Upmos’s brand guidelines solely during the term of this Agreement. Seller grants Upmos a limited license to display Seller’s brand assets (trademarks, logos, and product images) solely as necessary to operate the GoCargo fulfillment program and populate marketplace listings. All goodwill arising from either party’s use of the other party’s trademarks inures solely to the benefit of the trademark owner.

Confidentiality

Each party may receive or have access to Confidential Information of the other party in connection with the GoCargo program. “Confidential Information” means any non-public information designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including without limitation: GoCargo pricing and fee structures, fulfillment volume data, warehouse processes, seller inventory data, sales metrics, and Upmos proprietary technology. The parties’ confidentiality obligations are governed in full by the Non-Disclosure Agreement (NDA) incorporated by reference into this Agreement. Each party shall: (a) use the other party’s Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) protect Confidential Information with at least the same degree of care used for its own confidential information, but not less than reasonable care; and (c) disclose Confidential Information only to employees or contractors with a need to know who are bound by confidentiality obligations at least as protective as those in this Agreement. These obligations survive termination of this Agreement for three (3) years as specified in the Survival clause.

Counterparts & Electronic Execution

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic acceptance through the Bloom Dashboard constitutes valid execution under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act (UETA) as described in the ESIGN Compliance section herein, and carries the same legal force and effect as a handwritten signature. A printed or electronically stored copy of this Agreement and any associated acceptance records shall be admissible to the same extent as an original document under applicable rules of evidence.

Assignment

Neither party may assign or transfer this agreement or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this agreement in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, provided the assignee assumes all obligations under this agreement and the assigning party provides the other party with at least thirty (30) calendar days’ prior written notice of the assignment. Notice of assignment must include: (a) the legal name and address of the assignee; (b) the effective date of the assignment; and (c) written confirmation from the assignee of its assumption of all obligations under this Agreement. In the event of an assignment by Upmos, Seller may terminate this Agreement within thirty (30) days of receiving the assignment notice if the assignee is a direct competitor of Seller or if the assignment materially impairs Seller’s rights under this Agreement.

Amendment & Modification

Upmos may update this agreement from time to time. Material changes will be communicated with at least thirty (30) days’ notice through the Bloom Dashboard or email. Continued participation on the Upmos Marketplace after the effective date of any amendment constitutes acceptance of the updated terms.

Right to Reject Material Amendments: If a Seller objects to a material amendment to this agreement, the Seller may reject the amendment by submitting a written GoCargo cancellation request to vendors@upmos.com before the amendment’s effective date. Cancellation under this provision is without the standard 30-day notice requirement, and the Seller’s existing marketplace account and product listings are not affected. If cancellation notice is not received before the effective date, continued use of GoCargo services constitutes acceptance of the amended terms. For purposes of this provision, a “material amendment” is one that: (a) increases any GoCargo fee by more than 15% above the Seller’s locked volume-tier rate; (b) reduces or eliminates the Landed Cost reimbursement right; (c) reduces Upmos’s standard of care obligations; or (d) materially limits Seller’s rights or remedies under this agreement; or (e) modifies any defined term in this Agreement in a manner that materially reduces Seller’s reimbursement entitlements or the scope of Upmos’s obligations under this Agreement. Non-material changes (clarifications, formatting updates, new service offerings, and changes required by law) do not trigger the rejection right and may take effect upon posting. Where reasonably practicable, Upmos will provide advance notice of non-material changes through the Bloom Dashboard or email before they take effect.

Seller Record-Keeping Obligations

Throughout the term of this Agreement and for a minimum of three (3) years following termination or expiration, Seller shall maintain accurate and complete records relating to its performance of this Agreement, including:

• Product documentation: Supplier invoices, authenticity certificates, safety testing reports, SDS sheets for restricted or dangerous goods, and customs documentation for imported goods
• Landed Cost substantiation: All records necessary to support Landed Cost claims, including purchase invoices, freight invoices, duty and tax receipts, and insurance premiums, retained for the duration of any open reimbursement claim plus three (3) years
• Compliance records: Licensing documentation, regulatory approvals, category-specific compliance certifications, and any corrective action plans submitted to GoCargo
• Insurance documentation: Current certificates of insurance required under this Agreement, updated annually and available for production upon request

Sellers must produce any required records within seven (7) business days of a written request from Upmos or its auditors. Failure to maintain or produce required records may result in denial of reimbursement claims, suspension of GoCargo privileges, or termination for cause.

Data Retention After Termination

Upon termination or expiration of this Agreement (or voluntary cancellation of GoCargo enrollment), Upmos will retain seller fulfillment data, transaction records, and performance metrics for a minimum of seven (7) years as required by applicable tax, accounting, and regulatory obligations. Specifically:

• Transaction records: Order details, fulfillment fees, shipping records, and settlement data — retained for 7 years
• Inventory records: Inbound/outbound shipment logs, removal orders, and disposal records — retained for 7 years
• Account & compliance data: Performance metrics, compliance documentation, and suspension/reinstatement history — retained for 5 years
• Personal data: Handled in accordance with the Upmos Privacy Policy and Data Processing Agreement. Upmos processes personal data relating to Texas residents in compliance with the Texas Data Privacy and Security Act (TDPSA, Tex. Bus. & Com. Code Ch. 541, effective July 1, 2024). Sellers who independently collect or process buyer personal data obtained through GoCargo order fulfillment are responsible for their own TDPSA compliance obligations as applicable.

Sellers may request an export of their fulfillment data within 90 days of termination by contacting vendors@upmos.com.

Audit Rights

Each party shall maintain accurate records relating to its performance of this Agreement. During the term and for a period of three (3) years after termination, Upmos shall have the right, upon fifteen (15) days prior written notice, to audit or inspect Seller’s records relating to: (a) compliance with product eligibility, labeling, and dangerous goods requirements; (b) Seller’s substantiation of Landed Cost claims submitted under this Agreement; and (c) Seller’s compliance with applicable laws. Audits shall be conducted during normal business hours, shall not unreasonably disrupt Seller’s operations, and shall occur no more than once per calendar year absent reasonable cause. Seller shall cooperate with any audit and provide access to relevant records and personnel. If an audit reveals an overpayment or underpayment of fees greater than five percent (5%), the discovering party shall bear the cost of the audit; otherwise each party bears its own audit costs. This section constitutes the “audit rights” referenced in the Survival clause.

Non-Solicitation

During the term of this Agreement and for a period of twelve (12) months following its termination or expiration, Seller shall not, directly or indirectly:

• Solicit, recruit, hire, or engage any employee, contractor, or agent of Upmos or its affiliates who was involved in the administration or operation of the GoCargo program;
• Induce or encourage any such individual to leave the employment or engagement of Upmos; or
• Use confidential information obtained through the GoCargo program to divert or attempt to divert customers, vendors, or business opportunities away from the Upmos marketplace (also known as “The DUB”).

This restriction does not apply to general employment advertisements not specifically targeted at Upmos personnel, or to individuals who independently seek employment with Seller without solicitation. Any breach of this provision shall entitle Upmos to injunctive relief in addition to any other remedies available at law or in equity.

Survival

The following provisions shall survive the expiration or termination of this Agreement for any reason and shall continue in full force and effect: confidentiality obligations (for a period of three (3) years following termination), non-solicitation obligations (for a period of twelve (12) months following termination), indemnification, limitation of liability, payment obligations accrued prior to termination, intellectual property ownership, dispute resolution, audit rights (for the period specified herein), data protection and privacy obligations, and any other provisions that by their nature are intended to survive termination. The survival of these provisions shall not be affected by the reason for termination or the party initiating termination.

Synopsis — Key Takeaways for Sellers

• ✔ GoCargo offers 8 lifetime volume-based pricing tiers (Standard through Ruby) — rates decrease as you grow and never go back up
• ✔ Go shipping portfolio: Go Ground (3–5 days), Go Air (2 days), Go Express (3 days), Go Overnight (next-day guaranteed), Go Same-Day (metro, cutoff 11 AM), Go Freight (palletized/LTL/FTL), Go Health (healthcare/chain-of-custody), Go Worldwide & Go Saver (international), Go Returns (returns management), Vouch (supplemental insurance), Go Primary (high-value), Go Presidential (IoT sensor tracking)
• ✔ No inbound placement fees, no peak season storage surcharge — $0.45/cu ft all year round
• ✔ All inbound shipments require an Advanced Shipment Notification (ASN)
• ✔ Products must meet prep and labeling requirements or GoCargo will prep at $0.20–$0.80/unit
• ✔ Long-term storage (365+ days) assessed at $4.99/cu ft with 30-day advance notice
• ✔ Sellers retain ownership of inventory at all times; GoCargo acts as bailee
• ✔ Lost/damaged inventory reimbursed at landed cost, up to $5,000/unit maximum
• ✔ Return processing at 50% of original fulfillment fee (vs. 100% on other platforms)
• ✔ Multi-channel fulfillment at same volume-tier rate — no premium or surcharge
• ✔ Eligible plans: Booming, Reserve, and Loyalty (ODR < 1%). Guarantee 30 not eligible
• ✔ 30 days to remove inventory upon GoCargo termination; standard removal fees apply ($0.75–$9.99/unit)
• ✔ Suspended sellers may apply for reinstatement with a corrective action plan (90-day probation)
• ✔ Sellers may voluntarily cancel GoCargo at any time; 30-day re-enrollment cooling-off period applies
• ✔ Monthly inventory reconciliation reports available; quarterly physical audits at no charge
• ✔ Fulfillment data retained for 7 years post-termination per regulatory requirements