SOS LABELS — MERCHANT SERVICES AGREEMENT
Effective Date: October 15, 2026
This Merchant Services Agreement (“Agreement” or “MSA”) governs the provision of SOS package protection technology and related services by SOS LABELS LLC (“SOS”) to the business identified in the applicable signed service order or electronic merchant onboarding acceptance (“Merchant,” “you,” or “your”). Each is a “party”; together, the “parties.”
The Agreement takes effect for a Merchant when its authorized representative expressly accepts it through a recorded onboarding process or signs a service order incorporating it. Posting this Agreement on a website does not, by itself, constitute Merchant acceptance.
01. Service and Scope
SOS enables participating Shopify stores to offer optional package protection at checkout. SOS receives eligible delivery claims, reviews coverage and supporting information, and purchases approved replacements through the Merchant’s store. The Merchant fulfills those purchases through its ordinary order process.
SOS does not transport shipments, manufacture products, or replace the Merchant’s fulfillment obligations. The Protection Terms & Conditions accepted by the purchaser govern coverage, exclusions, reporting deadlines, and customer resolutions. Nothing in this Agreement authorizes either party to reduce benefits already owed to a protected customer.
02. Contract Documents and Priority
The Agreement includes a mutually accepted service order and the SOS Data Protection Addendum (“DPA”). The SOS Privacy Policy describes SOS’s information practices. General website use is governed by the Terms of Service.
For personal information processed on the Merchant’s behalf, the DPA prevails over conflicting provisions of this Agreement. A signed service order prevails on commercial matters it expressly addresses. The customer’s applicable Protection Terms prevail concerning that customer’s protection purchase or claim. No service order may reduce an existing customer’s rights without a lawful basis and any required acceptance.
03. Authority and Access
Each party represents that it has authority to enter this Agreement. The Merchant is responsible for its authorized personnel’s use of the integration and must protect credentials, limit access appropriately, and promptly report suspected unauthorized access to [email protected].
SOS grants the Merchant a limited, nonexclusive right to use the provided integration and merchant tools for its participating stores during the relationship. The Merchant may not resell access, defeat security controls, introduce malicious software, or access another business’s information without authorization. This Agreement creates no exclusivity or noncompetition obligation.
04. Onboarding and Checkout
Before activation, the parties must confirm participating stores, eligible products and destinations, integration permissions, protection pricing, and how protection charges are collected and transferred. Any custom arrangement must be recorded in the mutually accepted onboarding record or service order.
Protection must be presented as optional, with the applicable price and links to the Protection Terms and Privacy Policy available before purchase. The Merchant must obtain the customer’s affirmative selection and any legally required acceptance. Neither party may represent that protection is required to place an order.
The Merchant must not change SOS coverage descriptions, prices, or checkout presentation without agreement. Integration access is limited to the permissions reasonably necessary for the agreed service and applicable Shopify requirements.
05. Pricing and Protection Funds
SOS charges no platform or subscription fee under this Agreement. Customer protection pricing may vary by store, order, and the commercial arrangement agreed during onboarding. No public pricing table fixes the Merchant’s arrangement.
If the Merchant collects protection charges for SOS, the Merchant must separately account for those amounts and transfer them using the settlement method and schedule agreed in writing before activation. This Agreement does not authorize an unspecified bank debit, additional processing charge, or withholding from product sales.
The parties must reconcile protection purchases, cancellations, refunds, and collection errors using transaction records. Neither party may alter the agreed pricing or settlement arrangement unilaterally. Any new merchant fee requires express written agreement and applies prospectively.
06. Original Orders and Merchant Responsibilities
The Merchant remains responsible for lawful products, accurate listings, product quality, stock information, ordinary returns, product recalls, proper packing, timely dispatch, and valid carrier tracking. The Merchant must provide accurate order, protection-purchase, and fulfillment information reasonably required for the Services.
The Merchant must use packaging and shipping methods reasonably suitable for the products and the disclosed destination. For perishable or temperature-sensitive products, this includes suitable product condition at dispatch, packing, and shipment arrangements. SOS protection does not substitute for these obligations.
The Merchant must promptly notify SOS of material changes to product categories, fulfillment practices, or other information relevant to the agreed protection offering.
07. Claims and Approved Replacements
Customers submit delivery claims directly to SOS. SOS reviews eligibility and evidence and communicates the claim decision. The Merchant must cooperate with reasonable verification requests but need not conduct SOS’s claim review or promise approval.
When SOS approves a replacement, SOS purchases the affected eligible items through the Merchant’s store. The resulting order is fulfilled like a regular purchase. SOS covers the approved replacement costs, including applicable taxes and standard replacement shipping, as described in the customer’s Protection Terms. The Merchant is not required to provide free inventory, reimburse SOS for an approved covered loss, or pay the approved replacement shipping cost.
The Merchant must not substitute an item without the customer’s agreement through SOS, add an extra protection charge, or charge the customer again for an approved replacement. Stock shortages and other fulfillment problems must be reported promptly. Unavailable-item resolutions follow the applicable Protection Terms, including customer-approved alternatives or an SOS-funded refund coordinated through the Merchant where required.
08. Food, Perishable Products, and Packaging
Eligible transit-related spoilage, melting, or temperature damage that makes a protected product unsafe or unusable may qualify as shipping damage under the Protection Terms. Such claims are not excluded merely because tracking still shows movement or because a transit delay contributed to the damage. A late but unaffected product does not qualify solely because it arrived late.
Taste preferences, dissatisfaction with flavor or texture, pre-existing staleness, manufacturing defects, and quality concerns unrelated to delivery are not covered delivery losses. Product spoilage or deterioration that existed before carrier acceptance, or arose independently of an eligible delivery incident, is not converted into a covered claim by the protection purchase. A change in texture that results from eligible transit spoilage or temperature damage is not excluded merely because texture is involved.
Damage to outer packaging alone is not sufficient when the product remains safe and usable. Transit damage or tampering that compromises food-contact packaging, a safety seal, or safe use of the product is reviewed as potential product damage.
SOS evaluates causation using reasonable order, shipment, timing, packaging, and photographic information. The customer is not required to consume a suspected unsafe product, retain unsafe food, or return spoiled food. Reasonably available evidence may be preserved through photographs and records. These standards must be disclosed consistently in the customer-facing Protection Terms.
09. Customer Rights, Returns, and Recovery
The Merchant’s ordinary obligations concerning incorrect goods, defects unrelated to shipping, returns, and recalls remain with the Merchant. Nothing limits rights that cannot lawfully be waived.
The parties must notify each other of known refunds, replacements, or carrier recoveries for the same affected items to prevent duplicate recovery. This Agreement does not automatically assign carrier claims or subrogation rights to SOS. Any recovery arrangement must be separately agreed and must not create duplicate customer recovery or reduce a valid customer benefit.
10. Data and Confidentiality
Each party retains its rights in its own information and materials. The Merchant authorizes SOS to process relevant information to provide the agreed Services, subject to the DPA and Privacy Policy.
Each party must protect nonpublic commercial, customer, technical, and security information received from the other; use it only for the relationship or another lawful agreed purpose; and disclose it only to personnel, advisers, and providers with a need to know and appropriate confidentiality obligations. Public information, independently developed information, and information lawfully received without restriction are not confidential under this section.
Legally compelled disclosure is permitted; notice and reasonable cooperation must be provided where lawful. Confidentiality obligations continue while the information remains confidential, and statutory protections for personal information and trade secrets remain applicable.
11. Branding and Intellectual Property
Each party owns its existing software, names, graphics, documentation, and other proprietary materials. The Merchant may display SOS-approved branding to explain the integration during the relationship. SOS may use the Merchant’s name and relevant product information as necessary to administer protected orders and purchase replacements.
Public case studies, testimonials, and marketing use of a Merchant’s logo require the Merchant’s permission. No broader intellectual-property transfer is created.
12. Support, Security, and Availability
Support is available at [email protected]. SOS will use reasonable efforts to investigate reported service issues. Unless separately agreed, no guaranteed uptime, support-response deadline, or service credit is established.
SOS must apply reasonable safeguards appropriate to the Services and comply with the DPA for Merchant Personal Data. The Merchant must maintain its own store access controls and platform configuration. Neither party may use a technical outage to eliminate an accrued customer protection benefit. Customers unable to access the claim portal may submit timely notice by email as described in the Protection Terms.
13. Termination and Suspension
Either party may end participation by written notice to the other. The parties will coordinate disabling new protection sales and agree any practical transition steps. SOS may suspend new sales or access where reasonably necessary to address a material breach, security incident, unlawful use, or fraud, providing notice where lawful and practicable.
Termination does not cancel protection already purchased, approved replacement obligations, accrued settlement obligations, or required customer support. The Merchant must cooperate in completing outstanding protected-order resolutions. Data return and deletion follow the DPA and applicable retention obligations.
14. Responsibility and Disputes
Each party remains responsible for its own breach, negligence, unlawful conduct, and obligations under this Agreement. Neither party guarantees the other party’s independent products or carrier performance.
To the extent permitted by law, neither party is liable to the other for indirect or consequential losses arising from the general technology service. This limitation does not exclude approved customer benefits, amounts properly owed, fraud, willful misconduct, confidentiality or data-protection obligations, or liability that cannot lawfully be excluded. No zero-dollar liability cap is created by the absence of a platform fee.
The parties will first attempt to resolve disputes in good faith through their designated business contacts. New Jersey law governs, subject to mandatory applicable law. Courts with jurisdiction in New Jersey may hear disputes subject to applicable jurisdictional rules. This Agreement imposes no mandatory arbitration or waiver of nonwaivable rights.
15. Changes and General Provisions
Changes apply prospectively, with notice and acceptance where required. Material commercial changes require mutual written agreement. The version applicable to an existing protected purchase continues to govern that purchase.
Neither party may assign obligations in a manner that reduces existing customer rights. An assignment with a lawful business transfer is permitted where obligations are assumed and applicable notice requirements are met. The parties are independent contractors; neither may bind the other beyond the authority expressly granted.
If a provision is unenforceable, the remaining provisions continue to the extent permitted by law. Failure to enforce a provision is not a continuing waiver. The Agreement and its incorporated documents express the agreed terms for the Services.
16. Contact
SOS LABELS LLC
30 W Hillsdale Ave
Long Branch, New Jersey 07740
United States
[email protected]
https://www.soslabels.com