Effective 4/1/2022

These Terms and Conditions (these “Terms”) covers Logistics Provider’s use and access to the services, as set forth in an Sales Order Form, and the Platform (defined hereinafter) provided by Resupply, Inc. (“Resupply”). By Logistic Provider executing a Sales Order Form and registering a Logistics Account (defined hereinafter), Logistics Provider is agreeing to be bound by these Terms. The “Agreement” between Resupply and Logistics Provider consists of the Sales Order Form and these Terms. Resupply may make changes to these Terms from time to time. If Resupply makes changes, it will provide Logistics Provider with notice of such changes, such as by sending an email or updating the date at the top of these Terms. Unless Resupply says otherwise in its notice, the amended Terms will be effective immediately and Logistics Provider’s continued access to and use of the Platform after Resupply provides such notice will confirm Logistics Provider’s acceptance of the changes. If Logistics Provider does not agree to the amended Terms, Logistics Provider must stop accessing and using the Platform.

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1. Scope of Platform

Resupply provides a digital marketplace (the “Platform”) that provides a logistics solution and connects individuals and organizations that seek to make donations (the “Donors”), third-party services that can transport such donations (for purposes hereof, you are hereinafter referred to as “Logistics Provider”), and charities, not-for-profits, that can accept such donations (“Charity”). Resupply shall grant Logistics Provider a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Platform, and (ii) access and view certain limited data and content that Resupply, Donors, other logistics providers, and Charites make available on or through the Platform (“Platform Content”) which shall be solely used for internal business purposes. Resupply hereby appoints Logistics Provider as a non-exclusive representative to utilize the Resupply Platform and provide the services as outlined in the Sales Order Form (the “Services”). Logistics Provider acknowledges and agrees that when a Donor makes a property donation to Charity arranged through the Platform, Logistics Provider and Donor are entering into an arrangement directly with one another for the delivery of such donation, and Resupply is not and does not become a party to or participate in any contractual relationship. Resupply does not take custody or title of any property donated to Charity by any Donor (whether delivered through a Logistics Provider or otherwise) and does not serve any Logistics Provider, Donor or Charity as an agent or in any other capacity with respect to donated property. LOGISTICS PROVIDER ACKNOWLEDGES THAT ITS ABILITY TO COORDINATE THE DELIVERY OF DONATIONS FROM DONORS TO CHARITIES IN CONNECTION WITH THE USE OF THE RESUPPLY PLATFORM DOES NOT ESTABLISH RESUPPLY AS (I) THE OWNER OF ANY OF THE PROPERTY DONATIONS MADE BY DONORS; NOR (II) A PROVIDER OF TRANSPORTATION, LOGISTICS OR DELIVERY SERVICES OR AS A TRANSPORTATION OR PROPERTY CARRIER. LOGISTICS PROVIDER ACKNOWLEDGES AND AGREES THAT RESUPPLY IS NOT LIABLE FOR ANY DAMAGE CAUSED BY LOGISTICS PROVIDERS WITH RESPECT TO DELIVERING DONATIONS FROM DONORS.

‍2. Representations and Warranties.

Logistics Provider, warrants and covenants to Resupply that: (i) it has full corporate power and authority to enter into the Sales Order Form and perform its obligations hereunder; (ii) it has secured and maintains all motor vehicle, hauling and transportation licenses required to operate its business in accordance with the Federal and state laws currently in effect (collectively, “Transportation Licenses”); and (iii) that all of its motor vehicle drivers are fully licensed by the state of its location to drive Logistics Providers’ vehicles without any restrictions or limitations (“Driver Licenses”, collectively with Transportation Licenses, the “Business Licenses”). Logistics Provider will notify Resupply within ten (10) business days of receipt of any restrictions, withdrawals or suspensions of any Business Licenses. Upon Resupply’s written request, Logistics Provider shall provide Resupply with its Business Licenses within five (5) business days of such request.

‍3. Insurance.

Logistics Provider shall maintain, during the term of this Agreement, insurance with a reputable, national insurance carrier as follows: (i) Blanket Contractual Liability for Written Contracts and Broad Form Property Damage, in an amount not less than $1,000,000 on a per occurrence basis for Bodily Injury and Property Damage, and a minimum $2,000,000 General Aggregate policy; (ii) Comprehensive Automobile Liability covering ownership, operation and maintenance of all owned, non-owned and hired automobiles used in connection with the performance of the Sales Order Form, with minimum limits of $500,000; and (iii) Workers’ Compensation in compliance with the statutory requirements required in the state(s) where the Services are being provided, or if not required by the applicable state then a policy with a minimum limit of $500,000. Upon Resupply’s or a Donor’s request, Logistics Provider shall provide copies of the certificates of insurance and proof of compliance with Worker’s Compensation requirements within five (5) business days of receipt of such request. Logistics Provider shall require any and all of its permitted contractors and subcontractors to take out and maintain similar policies of insurance as set forth in this Section.

4. Account Registration.

Upon executing the Sales Order Form, Logistics Provider shall register and maintain only one account in order to access and use the Platform (the “Logistics Account”). Logistics Provider shall provide accurate, current and complete information (the “Logistics Content”) during the registration process for the Logistics Account, and Logistics Provider shall update and keep the Logistics Content current at all times. Logistics Provider may not assign or otherwise transfer the Logistics Account to another party.

‍5. Intellectual Property Rights.

The Platform and all content, materials, information, functionality and other materials displayed, performed, contained or available on or through the Platform, including, without limitation, the Resupply logo, and all designs, text, graphics, pictures, information, data, sound files, images, illustrations, software, other files, content provided by other logistic providers, Charites or Donors, and the selection and arrangement thereof (collectively, the “Materials”) are the proprietary property of Resupply or of their respective owners, and may in their entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. Logistics Provider shall not use, reproduce, reprint, publish, or otherwise exploit the Materials or Resupply’s technology.

‍6. Discontinuance of the Platform.

Resupply may, in its sole discretion and without liability to Logistics Provider, modify, discontinue, terminate, suspend or shut-down (temporarily or permanently) all or any portion of the Platform at any time, with or without prior notice. Upon any such discontinuance, termination, suspension, or shutting down by Resupply, Logistics Provider must immediately stop using the Platform during such discontinuance, termination, suspension or shutting down.

‍7. Restrictions.

Logistics Provider shall not: (i) provide false, inaccurate or misleading information on the Logistics Account; (ii) use or attempt to use another logistics provider’s account; (iii) remove any copyright, trademark or other proprietary notices from any portion of the Platform; (iv) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Platform or Platform Content except as expressly permitted by Resupply; (v) decompile, reverse engineer or disassemble the Platform except as may be permitted by applicable law; (vi) link to, mirror or frame any portion of the Platform; (vii) cause or launch any programs or scripts for the purpose of unduly burdening or hindering the operation and/or functionality of any aspect of the Platform; or (viii) attempt to gain unauthorized access to or impair any aspect of the Platform or its related systems or networks.

‍8. Access Moderation.

Logistics Provider agrees that Resupply may moderate access to and use of the Platform in Resupply’s sole discretion through any means (including, for example, blocking, filtering, deletion, delay, omission, verification, and/or termination of Logistics Provider’s access). Furthermore, in addition to any other rights and remedies hereunder, Resupply may remove Logistics Provider from the Platform if, in Resupply’s sole discretion, any Logistics Content does not comply with these Terms or any other Platform requirements or policies provided or made available to Logistics Provider.

‍9. Records.

Logistics Provider shall keep complete and accurate financial books, records, and accounts of all transactions (the “Records”) it effects on behalf of Resupply. Such books and records shall be retained by Logistics Provider for a period of at least twelve (12) months after the termination of this Agreement or for such a longer period as may be required by applicable law. Upon the written request of Resupply or any authorized financial or legal advisor of Resupply (individually and collectively, “Advisor”), Logistics Provider shall provide Resupply or Advisor with copies of requested Records, and cooperate with any such requests for information related to the provided Services.

‍10. Fees & Expenses.

Logistics Provider shall perform those Services at the fees set forth on the Sales Order Form.

Payments shall be made by Logistics Provider to Resupply either (i) immediately upon Donor’s payment to Logistics Provider or (ii) Resupply shall issue invoices to Logistics Provider one (1) month in arrears. Logistics Provider expressly agrees the payment method on file for each Logistics Provider shall be charged automatically for invoice payments, and such invoices shall be provided by email to the Logistics Provider’s designated agent. Logistics Provider agrees to provide Resupply with complete and accurate billing and contact information. Resupply may terminate this Agreement and/or Logistics Provider’s access to the Platform if the billing or contact information is false, fraudulent or invalid.

Logistics Provider acknowledges and agrees that it shall be responsible for all costs and expenses incurred by Logistics Provider in connection with the implementation and performance of its duties and obligations under this Agreement and the Sales Order Form.

IN THE EVENT DONOR, IN ITS SOLE DISCRETION, PROVIDES A TIP FOR THE SERVICES PROVIDED, RESUPPLY SHALL PAY THAT AMOUNT TO THE APPLICABLE LOGISTICS PROVIDER AND SUCH LOGISTICS PROVIDER SHALL BE SOLELY RESPONSIBLE FOR DISTRIBUTING SUCH SUM OF MONEY AMONGST ITS EMPLOYEES OR SUBCONTRACTS, AS IN LOGISTICS PROVIDER’S SOLE DISCRETION.

‍11. Independent Contractor.

Logistics Provider’s relationship with Resupply hereunder shall be that of an independent contractor. Except as otherwise provided in these Terms, nothing contained in this Agreement shall be construed to (i) give either party the power to direct or control the day-to-day activities of the other, (ii) constitute the parties as agents, partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow either party the right or authority to make or give any agreement, statement, representation, warranty or other commitment, or to create or assume any responsibility or obligation, express or implied, on behalf of the other party for any purpose whatsoever. Logistics Provider acknowledges and agrees that Logistics Provider is obligated to report as income all compensation received by Logistics Provider pursuant to this Agreement. Logistics Provider agrees to and acknowledges the obligation to pay all self-employment and other taxes on such income.

‍12. Termination.

This Agreement shall be perpetual. Either party may terminate this Agreement, with or without cause, upon giving the other party thirty (30) days prior written notice.

13. Disclaimers.

THE PLATFORM, THE PLATFORM CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR AS MAY BE OTHERWISE PROVIDED BY RESUPPLY ARE PROVIDED “AS IS” AND “AS AVAILABLE.” RESUPPLY AND ANY PERSON OR ENTITY ASSOCIATED WITH RESUPPLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH REGARD TO THE PROPERTY DONATED, SHIPMENTS, ITEMS IN TRANSIT AND DELIVERIES. IN ADDITION, RESUPPLY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE PLATFORM, THE PLATFORM CONTENT, LOGISTICS CONTENT, THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE PLATFORM, OR THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

RESUPPLY DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF CHARITIES OR DONORS TO FULFILL THEIR RESPECTIVE OBLIGATIONS. RESUPPLY CANNOT GUARANTEE DELIVERY BY ANY SPECIFIC TIME OR DATE. LOGISTICS PROVIDER AGREES THAT THE ENTIRE RISK ARISING OUT OF CHARITY’S USE OF THE PLATFORM REMAINS SOLELY WITH LOGISTICS PROVIDER.

RESUPPLY DOES NOT CONTROL, MANAGE OR DIRECT ANY LOGISTICS PROVIDER. LOGSITICS PROVIDER IS NOT ACTUAL AGENTS, APPARENT AGENTS, OSTENSIBLE AGENTS, OR EMPLOYEES OF RESUPPLY. RESUPPLY ALSO DOES NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY LOGISTICS CONTENT, DONOR CONTENT OR CHARITY CONTENT AVAILABLE ON OR LINKED TO BY THE PLATFORM.

RESUPPLY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

14. Claims and Limitations of Liability.

RESUPPLY IS NOT LIABLE FOR ANY LOSS, DAMAGE, MISDELIVERY OR NON-DELIVERY CAUSED BY: (I) THE ACT, DEFAULT OR OMISSION OF LOGISTICS PROVIDER, CHARITY OR ANY OTHER PARTY WHO CLAIMS INTEREST IN THE SHIPMENT; OR (II) THE NATURE OF THE SHIPMENT OR ANY DEFECT, INSUFFICIENT PACKING, SECURING, MARKING OR ADDRESSING THEREIN; OR (III) A VIOLATION BY THE LOGISTICS PROVIDER OF ANY PROVISION OF THIS AGREEMENT; OR (IV) FAILURE TO OBSERVE ANY OF THE RULES RELATING TO SHIPMENTS NOT ACCEPTABLE FOR TRANSPORTATION OR SHIPMENTS ACCEPTABLE ONLY UNDER CERTAIN CONDITIONS; OR (V) ACTS OF GOD, PERILS OF THE AIR, PUBLIC ENEMIES, PUBLIC AUTHORITIES, WAR, RIOTS, STRIKES, LABOR DISPUTES, SHORTAGES, WEATHER CONDITIONS OR MECHANICAL DELAY OR FAILURE OF VEHICLES OR OTHER EQUIPMENT; OR (VI) THE ACTS OR OMISSIONS OF ANY PERSON OTHER THAN EMPLOYEES OF RESUPPLY. IN ADDITION, RESUPPLY SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (I) LOGISTICS PROVIDER’S USE OF OR RELIANCE ON THE PLATFORM OR LOGISTICS PROVIDER’S INABILITY TO ACCESS OR USE THE PLATFORM. ADDITIONALLY, RESUPPLY DOES NOT OWN NOR POSSESS ANY OF THE DONATIONS, AND RESUPPLY DISCLAIMS ALL LIABILITY RELATED TO THE CONTENTS OF THE DONATIONS.

IN NO EVENT WILL RESUPPLY BE LIABLE, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, WARRANTY, TORT OR OTHERWISE), TO LOGISTICS PROVIDER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH LOGISTICS PROVIDER’S USE, OR INABILITY TO USE, THE PLATFORM OR RELATED SERVICES, INCLUDING DAMAGES RELATING TO LOSS OF PROFITS, LOSS OF USE, OR LOSS OF DATA, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF RESUPPLY, AND WHETHER OR NOT SUCH DAMAGES WERE REASONABLY FORESEEABLE OR MADE KNOWN TO RESUPPLY.

15. Indemnification.

Logistics Provider agrees to indemnify and hold harmless Resupply and its affiliates and their directors, managers, members, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with (i) any negligent, reckless or intentionally wrongful act of Logistics Provider or Logistics Provider’s assistants, employees, contractors or agents, (ii) a determination by a court or agency that the Logistics Provider is not an independent contractor, (iii) any breach by the Logistics Provider or Logistics Provider’s assistants, employees, contractors or agents of any of the covenants contained in this Agreement, (iv) any failure of Consultant to perform the Services in accordance with all applicable laws, rules and regulations, (v) any infringement, misappropriation or violation or claimed infringement, misappropriation or violation of a third party’s intellectual property rights, or (vi) any personal injury or property damage arising out of or relating to the Logistics Provider’s use of the Platform or other Resupply services.

16. Governing Laws.

All matters relating to this Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). Any claim or dispute arising out of or in relation to these Terms shall be resolved exclusively in (i) the in the federal courts of the United States located in the Commonwealth of Massachusetts or the courts of the Commonwealth of Massachusetts, or (ii) the federal courts of the United States or state courts located where the Logistics Provider’s headquarters and principal place of business are located. Logistics Provider hereby consents to the personal jurisdiction of such courts. However, in lieu of litigating any such claim or dispute in the courts, Logistics Provider or Resupply may elect to resolve any such claim or dispute by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association on an individual basis and not consolidated with any other claim.

‍17. Miscellaneous.

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties. Logistics Provider may not assign or subcontract this Agreement without Resupply’s prior written approval. Resupply may assign this Agreement, in whole or in part, without Logistics Provider’s consent. All notices under and related to this Agreement shall be sent to the addresses set forth on the Sales Order Form. No joint venture, partnership, employment, or agency relationship exists between Logistics Provider, Resupply, or any Charities as a result of this Agreement or use of the Platform. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. This Agreement may not be amended or modified, in whole or part, except by a writing signed both parties. In the event of a conflict between this Agreement and any Sales Order Form, this Agreement will govern with respect to such conflict. Electronic or PDF copies of signatures shall be accepted as if they were originals, and this Agreement may be executed in counterparts.