Terms and Conditions

Freight Broker Services
Terms & Conditions

THIS BROKERAGE AGREEMENT (“Agreement”)by and between (“CUSTOMER”) and DIAMOND GLOBAL 
LOGISTICS INC (“BROKER”) (collectively, the “Parties”). 

Recitals

A. WHEREAS BROKER is licensed as a Property Broker by the Federal Motor Carrier Safety Administration
(“FMCSA”), and as a licensed broker, arranges for freight transportation; and

B. WHEREAS CUSTOMER seeks to utilize the services of BROKER to facilitate the transportation of goods
on behalf of CUSTOMER. Intending to be legally bound, BROKER and CUSTOMER agree to the following:

Agreement

1. TERM. The term of this Agreement shall be one (1) year, commencing on the date first mentioned above,
and shall automatically renew for successive one year periods. Either Party may terminate this Agreement on
30 days written notice to the other Party, with or without cause, or as otherwise provided in this Agreement.

2. SERVICE. BROKER agrees to arrange for transportation of CUSTOMER’s freight pursuant to the terms of
this Agreement and in compliance with all federal, state and local laws and regulations relating to the
brokerage of the freight covered by this Agreement. BROKER’s responsibility under this Agreement shall be
limited to arranging for, but not actually performing, transportation of CUSTOMER’s freight. The PARTIES
may, upon written mutual agreement, include additional service terms.

3. VOLUME. CUSTOMER agrees to tender certain shipments to BROKER, and BROKER agrees to arrange
for the transportation of said shipments. CUSTOMER is not restricted from tendering freight directly to motor
carriers or other freight brokers. BROKER is not restricted from arranging transportation for other parties.
CUSTOMER shall be responsible to BROKER for timely and accurate pickup and delivery instructions and
description of the cargo, including any special handling or security requirements, for any shipment.

4. TERMS AND CONDITIONS OF CARRIER. In the event of a conflict in the terms of this Agreement and
applicable tariff then in effect with the carrier, this Agreement shall apply to the transport and shall take
precedence in the interpretation of the rights and obligations of the Parties. BROKER is not obligated to
provide copies of motor carrier tariffs, or any information contained therein, to Customer. BROKER warrants
that it has entered into, or will enter into a bilateral written contract of carriage with truckload and/or intermodal
carriers it utilizes in the performance of this Agreement. BROKER will require proof of insurance and operating
authority from each Carrier. BROKER further warrants that those contracts comply with all applicable federal
and state laws and regulations and shall include the following provisions:
A. BROKER shall verify that each carrier it utilizes in the performance of this Agreement has insurance
coverage with limits not less than the following:
● General Liability – $1,000,000
● Motor Vehicle – $1,000,000
● Cargo Liability – $100,000
B. Carrier shall agree that at no time during the term of its contract with BROKER shall it have an
“Unsatisfactory” safety rating as determined by the Federal Motor Carrier Safety Administration (FMCSA).
BROKER shall not knowingly utilize any carrier with an “Unsatisfactory” safety rating in the performance of
this Agreement.

5. BILLS OF LADING. All Bills of Lading are non-negotiable and will have been prepared by the Customer or
by BROKER on behalf of the Customer in accordance with the Customer's instructions and approved by the
Customer, and shall be deemed, to have been prepared by the Customer. The Customer is to use BROKER’S
system-generated Bill of Lading ("BOL"). The Customer shall complete all the appropriate information required
for carriage, in light of the services being sought. BROKER may at its option, but without obligation, complete,
correct or replace the documents. If a substitute form of BOL is needed to complete delivery of any shipment
for any reason and BROKER completes that document, the terms of the completed BOL will govern and
BROKER will be exonerated from all liability for undertaking such actions on behalf of the Customer including
specifically liability for, in whole or in part, negligence by BROKER. BROKER shall have no obligation to make
any payments or honor any rate quotes in any of the following instances: (i) the unauthorized alteration or use
of bill of lading, (ii) tendering of shipments to any carrier other than that designated by the BOL, or (iii) the use
of any BOL not authorized or issued by the BROKER. SHIPPER’s insertion of BROKER’s name on any BOL
shall be for SHIPPER convenience only and shall not change BROKER’s status as a property broker. The
terms and conditions of any freight documentation used by BROKER or carrier selected by BROKER may not
supplement, alter, or modify the terms of this Agreement.

6. PAYMENTS. All charges are payable in US Dollars and are due and payable fifteen (15) days from the date
of delivery (net/15) or within fifteen (15) days after a reasonable time for delivery has elapsed without offset or
deduction. Past due invoices shall be subject to an additional charge at the rate of 1½% per month of the
average outstanding balance due. All funds received by BROKER will be applied to the oldest (based on
pick-up date) invoiced BOL outstanding. Overpayments do not accrue interest. In the event past due invoices
are given to an attorney or collection agency for collection, Customer agrees to pay, in addition to the account
balance, all interest payments, and collection costs including reasonable attorney's fees.

7. CREDIT APPROVAL. Credit Approval. Payment terms and credit limits are subject to credit approval,
which shall be determined from time to time, in the sole and absolute discretion of BROKER. The Customer
grants BROKER the right to perform such credit and background searches as BROKER deems necessary.
When paying by credit card or electronic funds, the Customer agrees it will be responsible for all charges due
and owing, including any adjustments, on account of such Customer's shipment. The Customer authorizes
BROKER to charge the Customer's credit card or bank account for any charges. Where allowed by state law,
the Customer’s credit card payments are subject to a surcharge of up to 2%.

8. DETERMINATION OF CHARGES. The Customer shall be liable for all charges payable on account of such
Customer's shipment. Such charges may include transportation, fuel and other applicable accessorial
charges, any charges made by the carrier(s) after the shipment, and all duties, customs assessments,
governmental penalties, fines and taxes. BROKER reserves the right to amend or adjust charges and to
re-invoice the Customer in the following events: (a) if the original quoted amount was based upon incorrect
information provided by the Customer; or (b) if additional services by the carrier were required; or (c) if the
Customer authorized the carrier to perform the pick up, transportation and delivery functions other than
contemplated by the BOL. Any dispute by customer of any invoice issued by BROKER shall be made in
writing, specifically indicating the nature of the dispute and made within 30 days from the date of the invoice.
In the event BROKER does not receive timely written notice of the dispute, the charges will be conclusively
presumed to be valid.

9. Lien. BROKER shall have a lien on the shipment for all sums due it relating to this shipment or any other
amounts owed by Customer. Customer authorizes BROKER to advise third parties of asserted liens and to
hold possession of any shipment against which a lien is asserted.

10. CLAIMS AND LIMITATIONS OF LIABILITY.
A. Freight Claims It is understood and agreed that the BROKER is not a Carrier and that the BROKER
shall not be held liable for loss, damage or delay in the transportation of SHIPPER’s property. BROKER is not
liable for any loss, damage, misdelivery or non-delivery caused by: improper or insufficient packing, securing,
marking or addressing; or acts of God, perils of the air, public enemies, public authorities, acts or omissions of
customs or quarantine officials, war, riots, strikes, labor disputes, shortages, weather conditions or mechanical
delay or failure of vehicles, aircraft or other equipment; the acts or omissions of any person the selection of
carrier for a particular shipment. Customer acknowledges that in order to provide competitive rates for the
services, that the parties have agreed as a material term of this agreement that the risk of loss or damage
incurred as a result of BROKER’S alleged liability shall be limited to the fees that BROKER has earned with
respect to the subject shipment. Customer specifically acknowledges that BROKER shall have no liability for
negligent acts or omissions of its employees. In no event shall BROKER or BROKER’s Carrier be liable to
Customer for special, incidental, or consequential damages that relate to any loss of profits, damage or delay
to a shipment, whether or not such damages were reasonably foreseeable or made known to BROKER.
B. Insurance. The customer will look to its own insurance, shipper’s policy or insurance provided by the
carrier for damage to goods in transit. Each carrier’s governing tariff will determine the cargo liability coverage
offered on any shipment. The customer acknowledges a claim for damages does not relieve it for payment
under the terms of this agreement. Timely payment is a condition precedent to the processing of a damage or
insurance claim. BROKER shall assist Customer in the filing and/or processing of claims with the Carrier but
has no responsibility or liability therefore. BROKER shall have a lien on any amounts recovered to the extent
of open past due invoices on the customer’s account. BROKER has optional Shippers Interest Contingent
Cargo Liability Insurance available for purchase by the customer. BROKER has no responsibility or liability
with respect to the issuance or denial of this third party insurance, or in the payment or denial of claims. If
payment of the claim is made by BROKER to Customer, Customer automatically assigns its rights and interest
in the claim to BROKER.

11. SURETY BOND. BROKER shall maintain a surety bond or trust fund agreement as required by the
Federal Motor Carrier Safety Administration for $75,000.

12. CUSTOMER REPRESENTATIONS and WARRANTIES to BROKER. The Customer represents and
warrants that at all times during the term of this Agreement, it will be in compliance with all applicable laws,
rules, and regulations, including applicable laws relating to customs, import and export required by country to,
from, through or over which the shipment may be carried. The Customer agrees to furnish such information
and complete and attach to the BOL such documents as are necessary to comply with such laws. Any
individual or entity acting on behalf of the Customer in scheduling shipments warrants and represents that he,
she or it has the right to act on behalf of and legally bind the Customer. Customer and BROKER shall comply
with all applicable laws and regulations relating to the transportation of hazardous materials to the extent that
any shipments constitute hazardous materials. Customer is obligated to inform BROKER immediately if any
such shipments constitute hazardous materials. BROKER 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
BROKER harmless for any claims or damages resulting from violation of this paragraph, including attorney's
fees and costs incurred by BROKER.

13. BACK SOLICITATION. CUSTOMER shall not solicit the services of BROKER’s motor carriers where the
CUSTOMER’s use of such carrier first occurred through the BROKER’s efforts. If the CUSTOMER breaches
this provision of this AGREEMENT, BROKER shall be entitled, as reasonable damages and not as a penalty,
to a commission of fifteen percent of the gross revenue from traffic assigned by CUSTOMER to such carrier
for a period of 12 months.

14. RATES. "Less than Truckload" Rates ("LTL") rates are based on the density and/or freight class as
determined by the National Motor Freight Classification ("NMFC") and are weight based. Truckload ("TL")
rates are based on Dock Door Pickup/Dock Door Delivery and Shipper Load/Consignee Unload and are
mileage based. Additional fees may apply for charges including, Detention, and Driver Assistance. If a
shipment includes over- dimensional freight, additional charges and transit days may apply. Customer must
tender loads to carrier, or pay a "truck ordered, not used" penalty. Air Freight rates are based on the greater of
actual or dimensional weight. If an Air Freight shipment contains oversize freight, additional charges and
transit delays may apply. All displayed transit times are estimates only and do not include day of pickup.
Pickup dates are not guaranteed. LTL Guaranteed Services may be provided if requested by the Customer.
Guaranteed transit times do not include holiday and/or “no service” days as defined by the individual carrier.
The Customer is liable for all charges related to the shipment. In the event of a carrier’s failure to perform
under the terms of the guarantee, Customer has 14 days from the actual delivery date to file a written claim
request with BROKER. If no claim request is received within 14 days, the service provided will be deemed to
have met all guaranteed service standards. In the event of a carrier’s failure to perform the guaranteed
service and after the carrier has agreed to liability and paid the amount owed to BROKER, BROKER will credit
the account of the Customer. In no event shall BROKER be liable, nor will any account be credited if the
customer does not use the BROKER provided BOL.

15. DEFAULT. Both parties will discuss any perceived deficiency in performance and will promptly endeavor
to resolve all disputes in good faith. However, if either Party materially fails to perform its duties under this
Agreement, the party claiming default may terminate this Agreement on 10 (ten) days written notice to the
other party. Customer shall be responsible to pay BROKER for any services performed prior to the termination
of this Agreement and for shipments not yet completed and/or not yet invoiced to customer.

16. INDEMNIFICATION. BROKER and Customer shall defend, indemnify and hold each other harmless
against any claims, actions or damages, including, but not limited to, cargo loss, damage, or delay, and
payment of rates and/or accessorial charges to Carriers, arising out of their respective performances under
this Agreement, provided, however, the indemnified party shall not offer settlement in any such claim without
the agreement of the indemnifying party which agreement shall not be unreasonably withheld. If the
indemnified party offers or agrees to a settlement for such a claim without the written agreement of the
indemnifying party, the indemnifying party shall be relieved of its indemnification obligation. Neither party shall
be liable to the other party for any claims, actions or damages due to the negligence of the other party.

17. ASSIGNMENT/MODIFICATIONS OF AGREEMENT. Neither party may assign or transfer this Agreement,
in whole or in part, without the prior written consent of the other party. No amendment or modification of the
terms of this Agreement shall be binding unless in writing and signed by the parties.

18. SEVERABILITY/SURVIVABILITY. In the event that the operation of any portion of this Agreement results
in a violation of any law, or any provision is determined by a court of competent jurisdiction to be invalid or
unenforceable, the Parties agree that such portion or provision shall be severable and that the remaining
provisions of the Agreement shall continue in full force and effect. The representations and obligations of the
PARTIES shall survive the termination of this Agreement for any reason.This Agreement and the documents
incorporated into this Agreement by reference, constitutes and embodies the full and complete understanding
and agreement of the Parties hereto and supersedes all prior understandings, whether oral or written. No
representation, promise, inducement or statement of intention has been made by any Party hereto which is
not contemplated by or embodied in this Agreement, and no Party hereto shall be bound by or be liable for
any alleged misrepresentation,promise, inducement or statement of intention not so set forth.

19. INDEPENDENT CONTRACTOR. It is understood between BROKER and Customer that BROKER is not
an agent for the Carrier or Customer and shall remain at all times an independent contractor. Customer does
not exercise or retain any control or supervision over BROKER, its operations, employees, or carriers.

20. NONWAIVER. Failure of either party to insist upon performance of any of the terms, conditions or
provisions of this Agreement, or to exercise any right or privilege herein, or the waiver of any breach of any of
the terms, conditions or provisions of this Agreement, shall not be construed as thereafter waiving any such
terms, conditions, provisions, rights or privileges, but the same shall continue and remain in full force and
effect as if no forbearance or waiver had occurred.

21. FORCE MAJEURE. Neither Party shall be liable to the other for failure to perform any of its obligations
under this Agreement during any time in which such performance is prevented by fire, flood, or another
natural disaster, war, embargo, riot, civil disobedience, or the intervention of any government authority, or any
other cause outside of the reasonable control of the Customer or BROKER, provided that the Party so
prevented uses its best efforts to perform under this Agreement and provided further, that such Party provide
reasonable notice to the other Party of such inability to perform.

22. CHOICE OF LAW AND VENUE. All questions concerning the construction, interpretation, validity and
enforceability of this Agreement, whether in a court of law or in arbitration, shall be governed by and
construed and enforced in accordance with the laws of the State of Colorado, without giving effect to any
choice or conflict of law provision or rule that would cause the laws of any other jurisdiction to apply.

23. AUTHORITY. By execution of this Agreement, the signatories hereto represent and warrant their authority
to act in the capacity stated. By execution of this Agreement each Party represents and warrants its right,
power and authority to enter into and to perform its obligation under this Agreement.

Broker: Diamond Global Logistics, Inc. 
MC: 1557892 DOT: 4090101