Transforming Transportation Logistics

Shipper/Customer Services Agreement

If SolvLogix, Inc. ("Broker") and customer ("Customer") have not signed and executed a separate agreement pertaining to the services provided by Broker, the services described herein and in the Broker rate quote or other Broker authorized document provided to Customer by Broker shall set forth the rights and obligations of Broker and Customer and shall be governed by this online Services Agreement (the “Agreement”). The parties agree this is Agreement has been authorized as of the date the service was first provided to Customer by Broker (the “Effective Date”). The term of this Agreement is for a period commencing on the Effective Date and until such time the services have been terminated. Broker may change the terms of this online Agreement at any time. The Customer must review the Agreement on a regular basis. The changed Agreement is in effect immediately and for Agreement to not be effective, Customer must stop using services of Broker.

SERVICES. 1.1 - SolvLogix, Inc. ("Broker") shall perform transportation brokerage services (the "Services") in arranging on behalf of the Customer for transportation in containers and/or trailers between points in the North America and Hawaii, per the terms and conditions set forth in this Services Agreement (the “Agreement”). In the absence of written acceptance, the act of using Broker’ Services shall constitute acceptance of this Agreement by Customer.  Broker is authorized and licensed to perform services within this Agreement.

1.2 - Broker will arrange transportation services for Customer. Broker does not own or operate transportation equipment and does not assume any carrier or insurance obligations. Broker shall use commercially reasonable efforts to obtain satisfactory performance from carriers for the Services provided. Broker does not guarantee rail intermodal or trucking service on any schedule, whether published, projected, or implied. Customer shall not have any right, claim or cause of action against Broker resulting from the failure of underlying carriers to fulfill their obligations. Prior to utilizing the Services, Broker and Customer shall agree to the origin and destination points of the transportation, commodity, and cargo value to be arranged. All shipments are subject to the terms and conditions of this Agreement in effect at the time of the shipment. This is a non-exclusive agreement. Broker may offer its Services to other customers.

2. CHARGES. PAYMENTS. 2.1 – The rates for Services provided by Broker shall be set forth in the Rate Quotation. Broker rates are confidential and shall not be disclosed to any party without the prior written consent of the Broker.

2.2 - The rates for Services may change if the carrier(s) pass on to Broker unexpected rate increases, such as fuel surcharges or accessorial charges, at which time Broker shall have the right, upon providing written notice, to increase its rates to Customer. Customer may not present a claim for an overcharge or overpayment unless such invoice or claim is submitted within Six (6) months of the original shipment date. Customer shall remit payment within thirty (30) days from the date of each applicable invoice or send a written notification of dispute of such invoice. Should Customer not provide written notice of dispute within the thirty (30) day period, Customer’s admits that the charges set forth in the applicable invoice are correct as billed. Customer is solely responsible for paying all charges for the Services and agrees to pay the full amount of the invoice without deduction or offset of any kind. If Customer fails to pay any invoice before the due date, Customer shall be subject to, and agrees to pay, a late charge of the lesser of 1.5% per month or the maximum rate permitted by law until paid in full. Customer shall be liable for any expenses, including attorney/collection fees, Broker incurs to collect payment.

2.3 – If Customer does not remit full payment of any Broker invoice within the allowable time set forth herein, Customer and any designated consignee shall not be entitled to possession or delivery of cargo shipments in Broker’ possession or control until all such unpaid invoices, whether or not the invoices relate to such cargo shipments, have been paid in full, and Broker shall have a lien upon on all cargo shipments in its possession or control until all unpaid invoices have been paid in full. The Customer is liable for all charges incidental to the Services provided herein, including, but not limited to, demurrage, detention, storage, and return undelivered freight.

3. CARGO INSURANCE. 3.1 –Customer agrees the maximum amount of cargo insurance is $100,000 (USD) unless agreed to in writing by both parties. Broker’s obligation is to process proof of claim and present the claim to underlying carriers. The Customer may submit a cargo claim under its own insurance policy or directly with the underlying carrier(s).

4. LIABILITY. CLAIMS. 4.1 - Broker is not a carrier or freight forwarder and has no liability for loss or damage to the cargo. Under no circumstances shall Broker be liable for (i) cargo loss or damage, or other claims related to cargo, (ii) any claim arising from the negligent or willful acts of Customer, the consignee, the underlying shipper, or the underlying carriers, or their respective employees, agents or contractors, or (iii) any claim for lost profits or any other incidental, consequential or punitive damages.

4.2 - Unless otherwise agreed to in a written agreement between Customer and Broker prior to the date of the loss, neither Broker nor the Insurance Company shall be liable for, or required to accept, administer or present, any damage claim arising out of the Services unless: (i) notice of a potential claim is given to Broker with respect to visible or obvious damage at the time of the discovery of the damage, and in no event later than one (1) business day after such discovery, and with respect to concealed damage, no later than five (5) business days after delivery, and (ii) a detailed claim is presented to Broker in writing within eight (8) months of the intended delivery date for the Services. After eight (8) months, Broker shall assign claim rights to Customer so that Customer may directly pursue the claim with the underlying carrier(s) and/or equipment provider(s). In instances where Customer alleges cargo damage caused by a defect in the equipment, Broker will file a formal claim for damage on behalf of the Customer against the underlying equipment provider. However, if Customer does not notify Broker within twenty-four (24) hours from the time of its discovery of the alleged damage or give Broker an opportunity to arrange for an immediate survey on behalf of Broker, then the underlying equipment provider shall have no liability for such damage and Broker will not present the claim for resolution.

4.3 - Customer agrees to defend, indemnify and hold harmless Broker, its employees and agents, from and against any and all losses, claims, damages and liabilities, costs, expenses and fees, including attorney’s fees, however caused or arising out of, or in connection with (i) the negligence or intentional acts or omission of the Customer, consignee, or underlying shipper, where applicable, or (ii) any breach of this Agreement by Customer.

4.4 - Carrier liability for loss or damage to cargo, where applicable, is limited to a maximum of $100,000 USD per any one container or trailer unless otherwise requested by Customer prior to shipment to increase cargo liability. There will be additional charges for increased carrier cargo liability above $100,000. The terms and conditions governing an underlying carrier’s liability are contained in the underlying carrier’s governing rules, tariffs, regulations, circulars and in the contractual provisions executed between the carrier and Broker. It is the Customer’s responsibility to take all necessary steps to mitigate a loss. Further, Customer hereby waives all rights to claim, however so arising under law or contract, against Broker for cargo loss, damage or delay.

4.5 - Broker will, at the Customer’s request and solely for the Customers’ convenience, file formal claims on behalf of Customer with underlying carriers or any other potentially liable parties. If the Customer wishes to file a claim directly with underlying carriers and other parties, then upon its written request and where necessary, Broker will issue an Assignment of Claim Agreement, giving over all rights, title and interest in cargo damages that occurred. Broker reserves the right to call for an independent survey, although the cargo insurer may also call for a survey of its own. Any survey ordered by Broker is strictly for Broker’ internal use only. Claims must be filed to the Broker and Customer will need to complete certain documents and forms to start the claim process.

5. COMPLIANCE WITH LAWS. Customer is responsible for tendering service of its shipments in compliance with all state, federal and local laws and regulations and the requirements of the underlying carriers, including, but not limited to, (i) all state, federal and carrier weight and dimensional requirements, (ii) international, federal and state laws and regulations and carrier requirements governing the transportation of hazardous materials, (iii) U.S. Customs laws and regulations, and (iv) rules and regulations governing the safety of the shipments (collectively the "Requirements"). Broker shall not be responsible for, and Customer shall defend, indemnify, and hold harmless Broker and any underlying carrier or related operator from any loss, costs, fines, penalties or other expenses and any claims which result from non- compliance of the cargo or shipment with the Requirements. Customer shall advise Broker, at the time Customer requests Services, if hazardous material services are required, in which case Customer represents and warrants it follows all applicable dangerous goods and hazardous material regulations. Customer also shall provide Broker with all information and certifications required for Broker to arrange transportation in compliance with the Requirements.

6. INTERMODAL RAIL CARRIER(S) TERMS AND CONDITIONS. Except where indicated, this Agreement does not govern or determine the contract of carriage between intermodal rail carriers and the Customer, which Broker arranges as Customer’s nominee. Liability, freight claims, storage charges, weight of lading, released valuation, hazardous materials rules, articles not accepted for shipment and other conditions of the rail carrier contract of carriage are as set forth in the individual rail carriers’ rules and regulations, circulars, agreements, directories, memorandums, and other documents as published by the rail carriers to govern intermodal shipments on their railroads. Customer agrees and acknowledges that rail carriers have special rules and regulations pertaining to the shipment of restricted commodities, as that term is defined by each rail carrier, and that each rail shipment tendered through Broker under this Agreement is subject to such rules and regulations. Customer agrees to indemnify, defend and hold Broker harmless from and against any liability, losses, damages, claims, judgments, fines, penalties, lawsuits, expenses/costs, including, but not limited to reasonable attorney fees, related to death or personal injuries, property damage, environmental contamination, violation of local, state or federal laws or regulations or freight loss/damage resulting from or arising out of Customer’s or its agent’s negligence in the preparation and transportation of restricted commodities or any violation of the rail carrier’s rule and regulations pertaining to such commodities. In addition, Customer agrees to comply with rail carrier rules which stipulate, among other matters, standards for loading, blocking and bracing standards, prohibitions, and restrictions on certain types of commodities, limitations of liability, requirements for shipping hazardous materials, procedures and limitations on cargo claims, and requirements for proper descriptions of commodities.

7. HAZARDOUS MATERIAL. Customer shall comply with all national, federal, state, and local laws, rules, and regulations, as well as all underlying carriers’ rules, regulations and requirements pertaining to the loading, packaging, marking, placarding and transportation of all hazardous materials, including explosives and dangerous articles. In the event Customer intends to tender hazardous material for transportation under this Agreement, Customer shall provide Broker and/or the underlying motor carrier with advance written notice of the product and a current Material Safety Data Sheet for the hazardous material shipment. The underlying carrier shall not be liable for damages incurred as a result of transporting hazardous materials, including damages resulting from any accident, leakage, or spillage of such materials, clean-up costs or damages claimed by third parties, unless such hazardous materials are: 1) declared in the shipping instructions, 2) correctly identified or certified pursuant to the requirements of the underlying carrier(s), and 3) loaded and secured to meet all requisite blocking and bracing requirements, including those set forth by the underlying carrier and the American Association of Railroads. Broker shall have no liability in connection with the transportation of hazardous material. All obligations set forth above shall be borne by Customer.

8. WEIGHT RESTRICTIONS. Customer, not Broker, shall ensure that loaded shipments meet all federal, state, and local highway loading and weight restrictions and requirements, as well as those requirements set forth by the underlying carriers, where applicable. Customer shall forward all required information to Broker, which shall in turn forward the information to the underlying carrier(s). Broker shall not be responsible for the accuracy or completeness of such information.

9. DIVERSION OR RECONSIGNMENT. Upon receiving written notice from Customer, Broker will use commercially reasonable efforts to have the underlying carrier execute a request for diversion or reconsignment but will not be responsible if such service cannot be executed. Diversion or reconsignment requests must be confirmed in writing, including confirmation of agreement to pay specific charges (amount must be stated) quoted at time of request. These charges will be in addition to previously agreed charges for the shipment.

10. CONFIDENTIALITY. As part of their business relationship under this Agreement each party may come into possession of confidential business and trade information, trade secrets or other proprietary information belonging to the other party. Broker and Customer will each exert their best efforts to maintain the confidentiality of such information. Neither party shall disclose the terms of this Agreement or the Rate Quotation to a third party except: 1) when disclosure is required by law, or 2) to third parties engaged to perform professional services for either party.

11. FORCE MAJEURE. Neither party shall be deemed to be in default in the performance of this Agreement to the extent that the failure to perform is beyond such party's control and not occasioned by such party's fault or negligence; provided, however, that the parties shall make all reasonable efforts to continue to meet their obligations for the duration of the force majeure condition.

12. TERMINATION. Either party may terminate the Agreement at any time with thirty (30) days written notice to the other. Such termination shall not relieve either party of any obligations incurred prior to termination.

13. INDEPENDENT CONTRACTOR RELATIONSHIP. The parties understand and agree that Broker is entering into this Agreement as an independent contractor. As a result, no Broker employees are to be considered employees of Customer.

14. TRANSPORTATION OF FOOD. Notwithstanding any other provisions of these Terms and Conditions, with respect to any food intended for human or animal consumption (“Food”) with respect to which services are provided by Broker, the provisions of this section shall apply:

14.1. Notice of Consignments Containing Food. Any Customer tendering, receiving or otherwise requesting services with respect to any shipment consignment containing Food shall, at the time of the initial request for services with respect to the individual consignment in question is made, provide written notice to Broker that the consignment contains Food (hereinafter, the “Notice”), which Notice must also include any special instructions or handling requirements to be imposed on the underlying motor carrier, including, but not limited to, any requirements related to condition, design, maintenance or type of transportation equipment; sealing of trailers; cross-contaminant restrictions; segregation/isolation of Food consignments; records relating to equipment (such as prior use or cleaning); temperature range requirements; temperature records (including method of measuring, monitoring and documenting temperature); pre-cooling requirements; required transit-times, etc., (any such instructions, hereinafter the “Specialized Instructions”) regardless of whether such requirements are imposed by private parties or by any applicable law, rule, regulation. Temperature requirements must be stated solely in degrees Fahrenheit. Notice shall be submitted via email or fax. Notice will not be effective unless confirmation of receipt of such Notice is confirmed by Broker.

Any such Notice shall specifically identify the consignment to which it relates and in no event shall any Notice purporting to apply to multiple consignments (including any Notice purporting to apply to any specifically enumerated commodities, any category of commodities, or commodities moving to or from specified locations) be binding on Broker or otherwise apply to services provided by BROKER, regardless of whether receipt of such general Notice has been confirmed by BROKER. Customer Warrants and represents that is has inspected and determined the transportation equipment is acceptable to its standards. Customer is solely responsible for identifying any special instructions to Broker prior to the transport of Food.

14.2. Failure to Comply with Written Instructions. Any failure by carrier to comply with special instructions shall not presume the consignment is unsafe, contaminated, altered, for unfit purposes. In no event will the lack of the original seal result in any presumption the Food is contaminated, altered or unsafe to the extent not otherwise prohibited by law and Customer must mitigate damages.

15. SERVICE TO MEXICO AND CANADA. Any other agreement of any form or nature between Customer and Broker notwithstanding, Customer acknowledges and agrees that Broker shall not be liable for any loss, damage, or expense, including cargo loss or damage, that takes place in Mexico, including a loss, damage or expense event that takes place while the cargo is in the possession of an international or domestic Carrier in Mexico. Broker does not assume any liability for, and Broker’ insurance coverage does not extend to cover, shipments outside the United States or Canada. Cargo loss and damage occurring while in the possession of underlying transportation providers in Mexico are subject to Mexican law and the rules and policies of the Mexican carriers, which differ from the law, rules, and policies applicable in the United States and Canada. Broker is not liable, and U.S. or Canadian underlying transportation providers generally provide that they are not liable, for cargo loss or damage that occurs while the cargo is in the possession of an international or domestic carrier in Mexico. While Broker will use commercially reasonable efforts to facilitate the filing of cargo claims with the underlying Mexican carriers, cargo loss or damage claims in Mexico may be subject to substantial delays and irregular processing. Broker explicitly encourages customers to work with their insurance providers to insure that they have adequate coverage for cargo moving in Mexico and the limitations set forth herein.

16. MISCELLANEOUS. The interpretation, construction and enforcement of this Agreement shall be governed by the laws of the State of Illinois, exclusively, without reference to the laws of any other state, subject to the laws or regulations of the United States of America to the extent applicable. In the event a dispute between the parties arises concerning any matter under this Agreement, the party claiming the existence of a dispute shall notify the other party in writing, and both parties shall negotiate in good faith to attempt to resolve such dispute. In the event that the parties cannot promptly settle a dispute, both parties’ consent to the exclusive jurisdiction of the state and federal courts in DuPage County, Illinois. Any notice required or permitted by this Agreement shall be given in writing, delivered by hand, by facsimile or mailed by first class air mail, postage prepaid to the addresses of Broker and Customer set forth in the Rate Quotation. The notice shall be deemed to have been duly given on the date of delivery, if delivered personally or by facsimile, or on the third business day after the date of mailing, if mailed. Any notice pertaining to matters of an emergency, including obvious damage claims, should be given as soon as possible, by any reasonable means. If given orally, the emergency notice shall be confirmed in writing as soon as possible by the party giving such notice. If any provision of this Agreement shall be held by any court or agency to be unenforceable, illegal, or against public policy, such provision shall be considered null and void and shall have no effect on the remaining provisions. Waiver by either party of any breach of this Agreement does not constitute a waiver of any subsequent nonperformance or other breach of the same or any other provision. This Agreement, in coordination with Customer’s Rate Quotation, contains the entire understanding between the two parties with respect to the subject matter hereof and merges and replaces all prior negotiations, discussions, representations, warranties, promises, and agreements of the parties with respect to such subject matter, and cannot be amended except in writing and signed by an authorized representative of each party. Notwithstanding the foregoing, the Services provided at a given time under this Agreement may be updated and agreed to orally between Broker and Customer in each instance, contingent upon such orally agreed upon update being confirmed in writing via fax or letter as thereafter as commercially reasonable. The most updated terms and conditions of the Broker Services Agreement are set forth on the Solvlogix website.