This agreement consists of the terms and conditions (“Terms and Conditions”) between the customer (“Customer”) and EASE Logistics Services, LLC. (“EASE”) which is a transportation property broker registered with the Federal Motor Carrier Safety Administration (the “FMCSA”), docket number MC858765 and USDOT Number 2487180. Customer understands that EASE is not a motor-carrier, rail carrier, freight forwarder, ocean carrier or any other type of third-party transportation provider (collectively, “Carriers”); EASE contracts with such third-party Carriers on Customer’s behalf for the purpose of arranging transportation of Customer’s goods (“Services”).

These Terms and Conditions are intended to establish and explain EASE’s Services. Unless otherwise agreed to in a written agreement signed by EASE’s authorized representative, these Terms and Conditions apply to all Services and the related shipments. The Terms and Conditions are made for the sole benefit of the Parties. Except as expressly provided herein, no other person or entity is intended to or shall have the rights or benefits hereunder, whether as third-party beneficiaries or otherwise. Customer also agrees to EASE’s Privacy Policy and User Agreement as well.

I. Carrier Agreements and Shipping Documents.

EASE will arrange for transportation by contracting with Carriers on the Customer’s behalf. Those contracts are applicable to Customer’s shipment and may be documents such as bills of ladings (“BOL”), rail transportation agreements, tariffs, circulars, lumper agent agreements, shipping rules and other such publications in effect at the time of the shipment (collectively, “Shipping Documents”). Customer is responsible for requesting the Shipping Documents from EASE and for reviewing the documents. EASE is not obligated to provide to Customer copies of Shipping Documents, or any information contained therein. The Terms and Conditions govern the relationship between EASE and Customer and shall not be amended or altered by any Shipping Documents.

The terms of Shipping Documents will be subordinate to the provisions of these Terms and Conditions and any written agreement signed by Customer and EASE. Any change or notation made on the Shipping Documents that is in any way inconsistent with the provisions of these Terms and Conditions and any applicable written agreement that signed by EASE will be considered as a notation made for the private benefit and information of the consignor or consignee and will not be binding on EASE.

Shipping documents also include any documents tendered with a shipment, such as BOLs issued by the Carrier, EASE, Customer or Shipper; such Shipping Documents will still serve solely as a receipt indicating transfer of the shipment (but will not constitute EASE’s transportation provider’s verification of the nature, condition, number or volume of the shipment’s contents). Any such documents that identifies EASE as the carrier will not change EASE’s relationship with or obligations to Customer or the nature of EASE’s role in arranging for transportation services as a transportation broker.

II. Customer’s Warranties and Representations.

EASE may modify these Terms and Conditions at any time and for that reason, Customer warrants it will periodically review these Terms and Conditions for compliance. Customer represents and warrants that Customer will comply with all laws, rules and industry standard practices that are applicable to Customer’s shipments. Customer agrees to furnish any necessary information and documents that are necessary to comply with such laws. EASE assumes no liability for any loss or expense due to the failure of the Customer to comply with this paragraph and Customer shall defend, indemnify and hold EASE harmless for any claims or damages resulting from violation of this paragraph, including attorney’s fees and costs.

III. Payment.

Unless agreed otherwise in a written agreement signed by EASE’s authorized representative and subject to EASE’s credit approval, payment will be due within thirty (30) days of invoice date. If an invoice is not paid on or before the due date, such invoice will be subject to a late charge from the date payable until payment in full at 1.5% per month, or such lesser amount as may represent the maximum rate permitted by applicable law. If EASE is required to utilize the services of a collection agency or attorneys to collect any amounts due, Customer will be responsible for reasonable collection costs, attorney fees, court costs and other reasonable expenses incurred in collecting amounts owed. EASE may apply additional charges and late fees at its discretion. EASE shall also use its discretion on how to apply funds paid to EASE (e.g. payment may apply to oldest or most recent invoice(s)). Overpayments do not accrue interest and may be refunded or credited to future charges against Customer’s account in EASE’s sole discretion.

When EASE pays a Carrier for transportation services that were arranged on Customer’s behalf, Customer recognizes that EASE receives and reserves the Carrier’s legal rights to collect payment from Customer and any other third-party entities (such as those who signed the applicable BOL); EASE also receives any and all rights to that Carrier’s legal rights regarding liens against Customers goods for unpaid freight charges. Customer waives any defenses it may have pursuant to any agreement EASE and the Carrier with regards to unpaid freight charges.

Customer shall not withhold payment as a setoff because of a dispute or claim with EASE or Carriers, including claims for overcharge, duplicate payment or other invoice-related disputes or for claims of loss, damage or delay of freight or equipment.

EASE may grant credit to Customer which such credit shall be governed by these Terms and Conditions. Customer agrees to undergo a credit review and background search. EASE reserves the right to deny credit to Customer at any time for any reason. When paying by credit card or electronic funds, Customer will be responsible for all charges due and owing, including any adjustments on account or Customer’s shipment. The Customer authorizes EASE to charge Customer’s credit card or bank account for any charges. If Customer breaches (including anticipatory breach) any payment terms, EASE may alter the payment and credit terms and EASE’s discretion.

IV. Liability and Disclaimer of Warranties

EASE SHALL NOT BE LIABLE FOR ANY LOSS, CLAIM, LIABILITY, OR DAMAGE UNLESS PROXIMATELY CAUSED BY EASE’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT. IN NO EVENT, SHALL EASE, OR ITS CARRIERS, BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES RELATING TO LOSS OF PROFITS OR INCOME, WHETHER OR NOT SUCH DAMAGES WERE REASONABLY FORESEEABLE OR MADE KNOWN.

Customer acknowledges that in order to provide competitive rates for the services, the Parties have agreed as a material term of this Agreement that EASE’s liability—if any—shall be limited to the fees that EASE has earned with respect to the subject shipment.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, EASE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO SHIPMENTS, GOODS IN TRANSIT, DELIVERY STATUS, CONDITION OF GOODS OR WITH REGARD TO THE INFORMATION PROVIDED ON THE WEBSITE OR SERVICES RELATED TO TRANSACTIONS CONDUCTED ON THIS WEBSITE. EASE CANNOT GUARANTEE DELIVERY BY ANY SPECIFIC TIME OR DATE.

Customer acknowledges the following: (i) that EASE is a property broker, not a motor-carrier which means that EASE arranges for transportation, but does not transport the goods; (ii) EASE will confirm the FMCSA authority and insurance of the selected Carrier, but EASE does not guarantee that either will exist at the time of transport; (iii) Customer’s dispute(s) arising from the transportation of the goods shall be with the Carrier, not EASE; (iv) Customer must purchase broad form cargo insurance for the transportation of goods as Customer understands that Carriers may have limitations of liability or insurance coverage gaps; and (v) there are risks to the Customer’s business that are associated with transporting goods and Customer understands and accepts such risk; for example, accidents, cargo loss, damage, and delay.

V. Rates, Charges and Fees.

Customer shall be liable for all charges related to or arising from Customer’s shipment; such charges may include- but are not limited to- transportation, fuel, accessorials, duties, customs assessments, governmental penalties, fines and taxes. EASE reserves the right to amend or adjust charges and to re-invoice the Customer in the following events if: (i) Customer provides incorrect information; (ii) Carrier executed additional services; and/or (iii) Customer authorized Carrier to perform additional services. If Customer disputes EASE’s invoice(s), Customer shall provide written notice of such dispute, specifically indicating the nature of the dispute. Such notice must be provided within five (5) days from the date of the invoice. In the event EASE does not receive timely written notice of the dispute, the charges will be conclusively presumed to be valid. Rates shown in emails and confirmation sheets may be different from the actual charges for Customer's shipment. Differences may occur based on actual weight, dimensions, and other factors.

All rates EASE provides to Customer are confidential. Customer is not permitted to disclose or make available any rate quotes to persons or entities other than its employees and agents who need to know the rate quotes to perform their transportation-related obligations. During the time that EASE’s rate quote remains outstanding and in effect, neither EASE nor the Customer should disclose to persons or entities outside the respective organizations any confidential information obtained from the other party in connection with the issuance of a rate quote, including the rate levels, expected volume of traffic and origins and destinations. These confidentiality restrictions will not apply to information that is generally available to the public, that is independently developed by a party without use of the other party’s information, that was known to a party before disclosure by the other party, or that is obtained from another source without violation of any confidentiality obligations.

VI. Cargo Claim Processing.

EASE may assist Customer with the processing of cargo claim; however, EASE has no responsibility or liability for processing cargo claims. Where a damage claim is submitted with Carrier on behalf of Customer, EASE shall have a lien on any amounts recovered to the extent of open past due invoices on the Customer’s account. The Customer acknowledges a claim for damages does not relieve it for payment under these Terms and Conditions. Timely payment is a condition precedent to claim processing. The Customer will look solely to its own insurance policy, a Shipper’s interest policy, or insurance provided by the carrier for damage to goods in transit. The Customer agrees to notify EASE in advance to the shipment whether Customer wants to purchase insurance for the shipment.

a. Unless Customer and EASE have agreed otherwise in writing and signed by an authorized EASE representative, Customer shall agree that the following Carrier terms shall apply as well:

Cargo claims shall be processed in accordance with 49 CFR Part 370 and the Carrier’s liability shall be governed by 49 USC 14706 (the “Carmack Amendment”) and any applicable carrier agreements with EASE or tariffs. Customer shall submit any cargo claim within three (3) months of delivery. If Customer discovers concealed damage, Customer shall notify EASE and/or the Carrier within five (5) business days from delivery and give the Carrier five (5) business days for inspection. Customer and its customers agree to comply and be bound to Carrier’s on-hands notices regarding the disposition and/or storage of freight. Unless Carrier has a more restrictive term in its tariff or bill of lading, or has contracted differently with EASE, Carrier’s liability shall be limited to a maximum of $100,000 per shipment for truckload shipments and $0.50 per pound limitation for all other shipments.

Carrier is not responsible for any damage or loss to temperature-controlled cargo (including any cargo governed by the FDA) unless customer, in advance, provides Carrier with written notice and instructions for handling the shipment and an authorized Carrier representative (Manager or Director) has signed the notice. A bill of lading shall not be considered "notice" of handling requirements and shall not be binding. If consignee rejects a shipment and immediate disposition instructions are not provided, Carrier may dispose of the goods at its discretion. Customer shall be responsible for any disposition fees and freight charges. Carrier is not liable for any claims that only arise from, or as a result of, a broken seal, missing seal, tampered seal, or mismatched seal number. Seal integrity shall not be the only evidence used to support a claim; claimant must provide additional evidence which supports actual loss or damage to the goods.

All claims arising from international shipments shall be governed by the Carmack Amendment. Carrier’s liability shall be limited to $1.00 per pound, unless customer requests, in writing, more coverage for a higher rate in advance. Carrier shall not be liable for any cargo damage, loss, injury or delay occurring in Mexico. If Carrier agrees otherwise in writing to accept liability, Carrier’s liability is limited to $0.25 per pound. If this geographical liability limitation is judicially or otherwise determined to be ineffective for any reason whatsoever, then Carrier’s liability for loss or damage shall be limited to $1.00 per pound.

VII. No Third-Party Beneficiary Rights.

These Terms and Conditions are not intended to and shall not be construed to give any third-party any interest or rights (including, without limitation, any third-party beneficiary rights) with respect to or in connection with any agreement or provision contained herein or contemplated hereby.

VIII. Waiver.

No waiver of any provision of this Agreement, or of the breach thereof, shall be construed as a continuing waiver or shall constitute a waiver of any other provision or breach. This Agreement is for specified services pursuant to 49 USC 14101 (b). To the extent that the provisions herein are inconsistent with Part (b), Subtitle IV, of Title 49 USC (ICC Termination Act of 1995) the Parties expressly waive all rights and remedies they may have under the Act.

IX. Severability.

If for any reason a court of competent jurisdiction finds any provision of this Agreement, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall remain in full force and effect.

X. Governing Law and Limitation to File Suit.

These Terms and Conditions shall be governed by and construed in accordance with federal transportation laws and laws of the State of Ohio without reference to its conflicts of law provisions. Any lawsuit arising from EASE’s Services or arising from these Terms and Conditions shall be brought and adjudicated in a count located in Franklin County, Ohio. ANY CAUSE OF ACTION ARISING FROM THE TMS OR EASE’S SERVICES MUST BE INITIATED WITHIN ONE (1) YEAR FROM THE DATE OF WHEN THE CLAIM ARISES.

XI. Complete Agreement.

This Agreement constitutes the entire agreement between Customer and EASE and supersedes any prior or contemporaneous understandings, representations, statements or agreements, written or oral. No amendment to or modification of this Agreement will be binding on EASE without EASE’s written consent. EASE may modify this Agreement at any time for any reason.

12.2020 v1, Legal Department, Ease Logistics