Terms and Conditions

6-28-2024

OLIMP Corp.

CUSTOMER SERVICES TERMS & CONDITIONS

The terms and conditions of Customer Services Terms & Conditions (the “Terms”) apply to all Customers who choose to reserve and contract for warehousing and related services through OLIMP’s platform (the “Services”). Access to and use of the Services is subject to acceptance of the Terms. By accessing, using or making a reservation through the Services, you agree to be bound by all the Terms set forth herein.

1. SCOPE OF SERVICES.

OLIMP provides a proprietary Warehouse Marketplace (the “Platform”) directly connecting customers with warehouses for the storage of goods. During the term of the relationship with OLIMP, and for so long as Customer complies with all Terms hereunder and any other terms and conditions upon which OLIMP and Customer have agreed to in writing, Customer will be provided access to the Platform to reserve and contract for warehouse space at participating warehouses listed on the Platform (each individually referred to as a “Warehouse”). The price and terms of all transactions on the Platform are negotiated between the Customer and the Warehouse, subject to these Terms and any other terms and conditions upon which OLIMP and Customer have agreed to in writing. Any attempt to circumvent the Platform and contract directly with a Warehouse outside of the Platform shall constitute a breach of these Terms subjecting Customer to immediate termination of the relationship with OLIMP under these Terms and any other written agreement(s) Customer has with OLIMP, in addition to such other rights and remedies conferred upon OLIMP herein.

As used herein, the following definitions shall apply to Customer’s use of and transactions on the Platform:

Warehousing – The practice or process of storing goods in a warehouse.

Crossdocking – The transfer of goods and materials from an inbound carrier to an outbound carrier, without goods or products actually entering the Warehouse or being put away into storage.

Local Delivery – Delivery to an address less than 75 miles from the location of the Warehouse.

2. SHIPPING.

Customer agrees not to ship goods under a carriage agreement naming the Warehouse or OLIMP as a consignee. Customer must ensure that the bill of lading on all goods shipped by Customer under this Agreement specifically states that Customer is the consignee. Customer further agrees to indemnify and hold harmless OLIMP from any and all claims by a third-party for unpaid transportation charges, including demurrage, undercharges, detention or charges of any nature, in connection with shipment of the goods. If Customer is in violation of this Section 2, OLIMP retains the right to cancel the storage agreement, direct the Warehouse to refuse such goods, and shall not be liable or responsible for any loss, injury or damage of any nature to, or related to, such goods.

3. TENDER FOR STORAGE.

Customer represents and warrants that it is the owner or lawful possessor of all goods tendered by Customer under these Terms and any other written agreement(s) with OLIMP and that it has the sole legal right to store and thereafter direct the release and/or delivery of such goods. Customer shall deliver all goods properly packaged for handling and identified accurately, completely, and in a conspicuous manner on their container(s). Customer shall furnish at or prior to such delivery, a manifest showing marks, brands, or sizes to be kept and accounted for separately, and the class of storage and other services desired (including details respecting specialized handling instructions and safety procedures for individual items). Customer further represents and warrants that there are no potential health, safety or environmental hazards associated with the storage and handling of the goods tendered by Customer under these Terms and any other written agreement(s) with OLIMP.

4. STORAGE PERIOD AND CHARGES.

(a) The storage term, charges and related fees are set forth in the Rate Card agreed to in writing by Customer and the Warehouse when completing the transaction on the Platform. The charges and fees contemplate ordinary labor services typically involved in receiving and returning tendered goods at the Warehouse’s entrance and placing them in storage.

(b) Unless specifically agreed to in the Rate Card, the fees do not include any additional services, including but not limited to the following activities, by way of example: (i) loading and unloading the goods onto and/or off of a motor vehicle; (ii) special handling of hazardous, unique, damaged, delicate, or otherwise non-conforming goods; (iii) packaging and/or labeling services or supplies; (iv) mail, courier, or other delivery or transportation services; (v) inspection of goods; (vi) providing insurance on goods; (vii) receiving or delivering goods outside of normal business hours; or (viii) reporting serial numbers or other packaging data (collectively the “Additional Services”).

(c) If Customer requests Additional Services other than those set forth in writing on the Rate Card, Customer and OLIMP must agree in writing to revise the Rate Card on the Platform for the Additional Services and pay the Warehouse’s then current rate therefor. No Additional Services shall be rendered by the Warehouse until and unless Customer and OLIMP agree in writing to revise the Rate Card on the Platform for the Additional Services. Under no circumstance shall Customer contract for or pay for Additional Services directly with the Warehouse outside of the Platform.

(d) If Customer requires storage beyond the term provided on the Rate Card, Customer and OLIMP must agree in writing to revise the Rate Card on the Platform for the additional term and Customer must pay the Warehouse’s then current rate for the additional term through the Platform.

5. REPRESENTATIONS AND WARRANTIES OF CUSTOMER.

Customer represents and warrants to OLIMP as follows:

(a) That it is duly organized, validly existing, and in good standing in its state of incorporation, and has the full power and authority to enter into and accept these Terms and fulfill its obligations hereunder;

(b) That it will fulfill its obligations hereunder in compliance with all applicable laws, rules, and regulations, as well as in compliance with all of OLIMP’s and each Warehouse’s standard policies and procedures as communicated from time to time to Customer;

(c) That it will obtain and maintain, at its own expense, all permits and licenses required in connection with its activities under these Terms;

(d) That in fulfilling its obligations hereunder, it will not violate any contractual obligation or confidential relationship which it may have to or with any third party;

(e) That it is the owner or has lawful possession of the Goods and has the right and authority to store them and thereafter direct their release and delivery;

(f) That it has insured the full value of the Goods in transit and stored and waives any right to recovery from OLIMP for the value and/or cost of the Goods or the storage of the Goods in the event of any loss or damage to the Goods;

(g) That it will provide the Warehouse will all relevant, accurate, and complete information concerning the goods as may be reasonably requested to allow the Warehouse to comply with these Terms and all applicable laws, rules, and regulations;

(h) That it will provide the Warehouse will accurate and complete information as to the count, weight, description, and condition of the goods. Customer acknowledges and agrees the Warehouse has no obligation to verify the quantity, content, condition, or quality of the goods tendered hereunder. Customer further warrants that all individual packages, pieces, and items are clearly and accurately marked;

(i) That there are no third-party priority security interests in and to the goods; and

(j) That there are no actual, threatened, or potential safety, health, or environmental hazards associated with the Warehouse’s handling and storage of the goods as contemplated hereunder, other than those which are specifically communicated to the Warehouse in writing in sufficient detail and subsequently accepted by the Warehouse in writing in advance of any storage under these Terms.

The provisions of this Section 5 shall survive termination of these Terms.

6. INSURANCE.

Customer shall at its sole cost and expense, maintain in full force and effect the following types and amounts of insurance, or Customer shall elect to self-insure any portion thereof: (a) All-Risk Property Damage insurance insuring all goods tendered under these Terms in an amount not less than the actual replacement cost thereof, subject to any commercially reasonable deductible amounts as determined solely by Customer, and (b) Cargo Insurance on an all risk basis for any and all transportation exposures, whether related to an owned vehicle or a third-party contract or common carrier, in an amount not less than the actual replacement value thereof, subject to any commercially reasonable deductible amounts as determined solely by Customer. Upon OLIMP’s request, Customer shall provide OLIMP with a certificate of insurance showing that such insurance coverage has been obtained and procured by Customer. Furthermore, Customer agrees to indemnify and hold harmless OLIMP, its owners, directors, officers, employees, subsidiaries and affiliated entities against loss of any kind except as provided under a Warehouseman’s Legal Liability coverage provided by the Warehouse.

OLIMP is not providing Customer with a representation or warranty of any kind that the Warehouse and/or its contents cannot be destroyed by events such as a fire or flood. OLIMP is not required to maintain insurance to protect Customer’s goods for the benefit of Customer. Customer acknowledges that the fees set forth in the Rate Card do not include insurance coverage of any kind unless specifically set forth therein.

The provisions of this Section 6 shall survive termination of this Agreement.

7. INDEMNITY.

Customer shall protect, defend, indemnify, and hold OLIMP, its owners, directors, officers, employees, subsidiaries and affiliated entities harmless from and against all loss, liability, damage, claim, demand, suit, fine, cost or expense, including reasonable attorney's fees, arising out of or in any way related to the performance or breach of these Terms by Customer, its employees or independent contractors working for Customer (collectively, the "Claims"), including, but not limited to, Claims for or related to personal injury (including death), property damage and Customer’s carrier's possession, use, maintenance, custody or operation of the equipment delivering goods tendered under this Agreement; provided, however, that Customer's indemnification and hold harmless obligations under this paragraph will not apply to any portion of such claim attributable to the tortuous conduct of OLIMP. Customer also agrees to indemnify, protect and hold OLIMP, its owners, directors, officers, employees, subsidiaries and affiliated entities harmless from any and all tax liabilities and responsibilities for payment of all federal, state and local taxes, import and export taxes with respect to OLIMP. Customer also agrees to indemnify, protect and hold OLIMP harmless from any and all unpaid transportation charges, including demurrage, undercharges, detention or charges of any nature, in connection with shipment of the goods tendered by Customer under these Terms. Customer’s obligations hereunder shall include OLIMP’s and its owners, directors, officers, employees, subsidiaries and affiliated entities cost of defense (i.e., legal fees and costs), as well as the payment of any final judgment rendered against the OLIMP and/or its owners, directors, officers, employees, subsidiaries and affiliated entities.

The provisions of Section 7 shall survive termination of these Terms and any other written agreement(s) between OLIMP and Customer.

8. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, OLIMP SHALL NOT BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFIT, LOSS OF BUSINESS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER OR THE LIKE) ARISING OUT OF OR RELATING TO THESE TERMS AND/OR ANY OTHER WRITTEN AGREEMENT(S) WITH OLIMP, OLIMP’S PERFORMANCE HEREUNDER OR DISRUPTION OF ANY OF THE FOREGOING, EVEN IF OLIMP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, OLIMP’S ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES PROVIDED ON OLIMP’S PLATFORM OR THESE TERMS AND/OR ANY OTHER WRITTEN AGREEMENT(S) WITH OLIMP SHALL IN NO EVENT EXCEED THE AGGREGATE COMPENSATION PAID BY CUSTOMER TO OLIMP UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. THIS ARTICLE SHALL SURVIVE THE TERMINATION OF THESE TERMS AND/OR ANY OTHER WRITTEN AGREEMENT(S) WITH OLIMP. NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THESE TERMS AND/OR ANY OTHER WRITTEN AGREEMENT(S) WITH OLIMP MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

9. INFORMATION SYSTEMS.

Any management information system or computer hardware or software used or supplied by OLIMP in connection with the Platform or these Terms is and will remain OLIMP’s exclusive property. Neither the use or any access to such system or property by Customer will convey to Customer any use, license or ownership rights in OLIMP’s property.

10. TERMINATION.

If Customer files a voluntary petition for relief under the bankruptcy code, or has an involuntary bankruptcy petition filed against it, or if Customer should be adjudicated a bankrupt, or makes a general assignment for the benefit of creditors, or if a receiver is appointed by a court of competent jurisdiction over Customer, or if Customer should disregard any applicable laws, ordinances, or instructions of a Warehouse, or has otherwise breached a material provision of these Terms and/or any other written agreement(s) with OLIMP, OLIMP may, without any further obligation to Customer and without prejudice to any and all rights and remedies of OLIMP at law and in equity, terminate the relationship with and access by Customer to the Platform as well as any and all written agreement(s) between Customer and OLIMP immediately upon giving Customer written notice of such termination.

Upon termination for any reason, Customer shall be required to promptly remove all goods from the Warehouse or facility, subject to all of its payment obligations hereunder being satisfied. Failure to promptly make such payment and removal shall give rise to the Warehouse’s right to remove the goods and sell them, either publicly or privately and without notice to Customer or any third party, subject to applicable law. OLIMP shall be entitled to continue charging the fees set forth in the Rate Card after any termination hereunder for the continued storage and service activities until such pickup, sale, or disposal takes place.

11. FORCE MAJURE.

Neither Party will be liable to the other for failing to perform or discharge any obligation of these Terms where such failure is caused by acts of God, labor disorders, fire, weather, closing of public highways, government interference and/or other causes beyond the affected parties’ control.

12. ASSIGNMENT/MODIFICATION/BENEFIT OF TERMS.

These Terms represent the entire agreement and understanding of the Parties with regard to its subject matter, unless and only to the extent the parties have agreed in writing in any separate agreement(s) to terms and conditions that are in conflict with these Terms. Except as otherwise set forth specifically in writing signed by the parties, no prior understandings or agreements of the Parties, whether written or oral, nor any documents not specifically incorporated into these Terms, nor any course of conduct of the Parties before or after the Customer’s access to and use of the Platform, shall have the effect of modifying the Parties’ rights and obligations under these Terms in any way. These Terms shall not be altered or amended except in writing signed by a duly authorized representative of OLIMP. These Terms may not be assigned or transferred in whole or in part by the Customer. These Terms shall be binding upon and inure to the benefit of the parties hereto. Notwithstanding the foregoing, OLIMP reserves the right to revise or terminate these Terms in whole or part with or without prior notice to the Customer of any other party or person. In which event, the new and/or revised terms shall apply to all future transactions between the parties.

13. SEVERABILITY.

To the extent that any provision of these Terms may be held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall become ineffective as to all matters within the jurisdiction of that court. The court’s holding, however, shall not be treated as affecting the validity or enforceability of any other provision of these Terms, nor as affecting the validity or enforceability of any part of these Terms in other jurisdictions.

14. WAIVER.

Neither the failure of a party to exercise or strictly enforce any right, power or privilege under these Terms, nor its delay in any such exercise, shall operate as a waiver of that right, power or privilege excusing the other party from future performance.

15. GOVERNING LAW.

The construction, interpretation, and performance of these Terms shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of laws principles. The Parties agree that any action arising out of these Terms will be brought solely in any state or federal court located in Cook County, Illinois. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court.

16. NOTICES.

Any written notice required or permitted under these Terms shall be deemed sufficient if sent by prepaid first-class mail, by a nationally recognized overnight courier, or by facsimile transmission, if such notice is sent to OLIMP at the address set forth below or to Customer at the address established by Customer during registration for the Services. Notices shall be considered to have been received by the addressee Party on the third Business Day after mailing, on the first Business Day after deposit with an overnight courier, or on the day a facsimile is transmitted if the sending machine produces written confirmation of a successful transmission. Notices to OLIMP should be sent to:

OLIMP Corp.
750 W. Lake Cook Rd, Suite 350
Buffalo Grove, IL 60089

17. BINDING EFFECT

These Terms shall be binding upon the respective heirs, executors, personal representatives, successors and assigns (where permitted) of the parties hereto.

18. ATTORNEY'S FEES.

In the event it becomes necessary to enforce any of the terms or conditions of these Terms, the prevailing party shall be awarded it reasonable attorney’s fee in addition to any costs allowed by law.

19. RELATIONSHIP OF THE PARTIES.

The Parties hereto are independent contractors and as such, its employees, contractors, and personnel performing any services under these Terms shall at no time be considered an employee of the other Party. Neither Party is the agent of the other and neither Party shall have any right or authority to make or enter into any contract or other agreement in the name of or for the account of the other Party, or to make any representation, or to assume, create or incur any obligation or liability of any kind, express or implied, on behalf of the other Party. Each Party will be responsible for any applicable payment and withholdings of any salary, benefits, incentives, and any other compensation or taxes relevant to its personnel. Nothing in these Terms, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party’s employees or agents.

20. COUNTERPARTS.

These Terms may be executed in one or more counterparts, any and all of which shall constitute one and the same instrument.

21. CAPTIONS.

The captions and headings set forth in these Terms are for convenience only. They shall not be considered a part of these Terms, nor affect in any way the meaning of its terms and conditions.

WAREHOUSE SERVICES TERMS & CONDITIONS

The terms and conditions of Warehouse Services Terms & Conditions (the “Terms”) apply to each Warehouse operator list and provide warehousing/storage, handling, delivery, and related services to depositors through OLIMP’s platform (the “Services”). Access to and use of the Services is subject to acceptance of the Terms. By accessing, using or contracting to provide Services through the OLIMP platform, Warehouse Operator agrees to be bound by all the Terms set forth herein.

1. SCOPE OF SERVICES.

OLIMP provides a proprietary Warehouse Marketplace (the “Platform”) directly connecting depositors with warehouses for the storage of goods. During the term of the relationship with OLIMP, and for so long as Warehouse complies with all Terms hereunder and any other terms and conditions upon which OLIMP and Warehouse Operator have agreed to in writing, Warehouse Operator will be provided access to the Platform to list and contract for provision of warehousing and storage at the owner’s warehouse listed on the Platform (each individually referred to as a “Warehouse”). The price and terms of all transactions on the Platform are negotiated between the Warehouse Operator and the customer of OLIMP (the “Customer”) using the Warehouse , subject to these Terms and any other terms and conditions upon which OLIMP and the Warehouse Operator have agreed to in writing . Any attempt to circumvent the Platform and contract directly with a Customer of the Platform shall constitute a breach of these Terms and any other written agreement(s) Warehouse Operator has with OLIMP, in addition to such other rights and remedies conferred upon OLIMP herein.

As used in this Agreement, the following definitions shall apply to Warehouse Operator’s use of and transactions on the Platform:

Warehousing – The practice or process of storing goods in a Warehouse.

Crossdocking – The transfer of goods and materials from an inbound carrier to an outbound carrier, without goods or products actually entering the Warehouse or being put away into storage.

Local Delivery – Delivery to an address less than 75 miles from the location of the Warehouse.

2. STORAGE PERIOD AND CHARGES.

(a) The storage term, charges and related fees are set forth in the Rate Card agreed to by Warehouse Operator and Customer when completing the transaction on the Platform. The charges and fees contemplate ordinary labor services typically involved in receiving and returning tendered goods at the Warehouse entrance and placing them in storage.

(c) If Customer requests Additional Services other than those set forth in the Rate Card, Customer and OLIMP must agree in writing to revise the Rate Card on the Platform for the Additional Services and pay the Warehouse Operator’s then current rate therefor. No Additional Services shall be rendered by Warehouse Operator until and unless Customer and OLIMP agree in writing to revise the Rate Card on the Platform for the Additional Services. Under no circumstance shall Warehouse Operator for or receive payment for Additional Services directly from the Customer outside of the Platform.

(d) If Customer requires storage beyond the term provided on the Rate Card, Customer and OLIMP must agree in writing to revise the Rate Card on the Platform for the additional term and the Customer must pay the Warehouse Operator’s then current rate for the additional term through the Platform.

3. TENDER FOR STORAGE.

With respect to Customer’s tender of goods to Warehouse Operator, OLIMP shall require in its terms with the Customer that: (a) Customer warrant that it is the owner or lawful possessor of all goods tendered by Customer under these Terms and that Customer has the sole legal right to store and thereafter direct the release and/or delivery of such goods; (b) Customer shall deliver all goods properly packaged for handling and identified accurately, completely, and in a conspicuous manner on the container(s); (c) Customer shall furnish at or prior to such delivery, a manifest showing marks, brands, or sizes to be kept and accounted for separately, and the class of storage and other services desired (including details respecting specialized handling instructions and safety procedures for individual items); and (d) Customer shall warrant that there are no potential health safety or environmental hazards associated with the storage and handling of the goods tendered by Customer . OLIMP has not undertaken an investigation of these matters and makes no representation or warranty regarding the accuracy or truthfulness of such matters. OLIMP’s sole obligation is to require that Customer agree to such terms and representations in its agreement(s) with OLIMP. Warehouse Operator may refuse to accept for storage any goods that are tendered by Customer in a manner that is not in conformity with the requirements set forth in this Section.

4. REPRESENTATIONS AND WARRANTIES OF PROVIDER.

Warehouse Operator represents and warrants to OLIMP as follows:

(a) That it is duly organized, validly existing, and in good standing in its state of incorporation and/or where the Warehouse(s) are located, and has the full power and authority to enter into and accept these Terms and fulfill its obligations hereunder;

(b) That will fulfill its obligations hereunder in compliance with all applicable laws, rules, and regulations, as well as in compliance with all of OLIMP’s standard policies and procedures as communicated from time to time to Warehouse Operator;

(c) That it will obtain and maintain, at its own expense, all permits and licenses required in connection with its activities under these Terms ;

(d) That in fulfilling its obligations hereunder, it will not violate any contractual obligation or confidential relationship which it may have to or with any third-party;

(e) That it is the owner or has lawful right to use and operate the Warehouse and has the right and authority to store the Customer’s goods;

(f) That it will provide the Customer with reasonable access to Customer’s goods and will use reasonable efforts to release the deposited goods within a reasonable time following receipt of a request from Customer;

(g)That it waives any and all right to asset a lien against the Customer’s goods; and

(h) That it currently maintains all insurance required under these Terms and will continue to maintain, uninterrupted, such insurance at all times during it use of the Platform and during the term of any agreement with the Customer or with OLIMP.

The provisions of this Section 4 shall survive termination of these Terms.

5. WAIVER OF LIEN ON GOODS.

Warehouse Operator shall not withhold any goods of the Customer on account of any dispute as to rates or any alleged failure of OLIMP to pay charges incurred under these Terms . Warehouse Operator is relying upon the general credit of OLIMP and hereby waives and releases all liens which Warehouse Operator might otherwise have to any goods of OLIMP or its Customers in the possession or control of the Warehouse Operator.

6. PAYMENTS.

Warehouse Operator will charge and OLIMP will pay for Services contracted for on the Platform at the rates and charges as shown on the Rate Card agreed to by Warehouse Operator and Customer on the Platform. Warehouse Operator represents and warrants that there are no other applicable rates, taxes or charges except those established in the Rate Card agreed to by Warehouse Operator and Customer. Payment by OLIMP will be made within THIRTY (30) business days of receipt by OLIMP of Warehouse Operator’s invoice and documents enabling OLIMP to ascertain that Services have been provided at the agreed upon charges on the Rate Card. In the event Services are provided and it is subsequently discovered that there was no applicable rate in the applicable Rate Card, the parties agree that the rate paid by Customer and collected by OLIMP shall be the agreed upon contract rate. Warehouse Operator agrees that OLIMP has the exclusive right to handle all billing and collection of charges from the Customer for the Services provided herein, and, as such, Warehouse Operator agrees to refrain from all collection efforts against the Customer , consignor, or consignee. Warehouse Operator further agrees that OLIMP has the discretionary right to offset any payments owed to Warehouse Operator hereunder for liability incurred by Warehouse Operator pursuant to Section 9 of these Terms and any other written agreement entered into between OLIMP and the Warehouse Operator.

7. RELEASE OF GOODS.

Upon either: (a) Customer’s provision of advance notice to Warehouse Operator requesting release of some or all of the Goods; (b) expiration of the term agreed to by Customer and Warehouse Operator in the Rate Card; or (c) termination of these Terms , Warehouse Operator shall release the Goods to Customer as soon as reasonably possible. In the event that any goods are to be shipped /delivered by Warehouse Operator , rather than picked up by Customer , Customer shall be responsible for payment of all shipping, handling, delivery, and related expenses through the Platform.

8. INSURANCE.

Warehouse Operator shall at its sole cost and expense, maintain in full force and effect the following types and amounts of insurance: (a) Comprehensive Commercial General Liability Insurance with minimum limits of not less than $1,000,000 USD per occurrence; (b) Warehouse Legal Liability Insurance with minimum limits of not less than $1,000,000 per occurrence; (c) Workers’ Compensation Insurance with limits not less than required by applicable law; (d) Commercial Automobile Liability Insurance, with a combined single limit of not less than $1,000,000 USD per occurrence; and (e) Employer’s Liability Insurance in limits not less than $1,000,000 USD per employee per accident. OLIMP shall be named as an additional insured or, in OLIMP’s sole discretion, a certificate holder, in the insurance coverages to be maintained by Warehouse Operator under these Terms . Warehouse Operator shall furnish to OLIMP, prior to accepting any shipment for transportation under these Terms , a written certificate obtained from the insurance carriers showing that such insurance has been procured, is being properly maintained, the expiration date, and specifying that written notice of cancellation or modification of the policy shall be given to OLIMP at least thirty (30) days prior to such cancellation or modification. Furthermore, Warehouse Operator agrees to indemnify and hold harmless OLIMP, its owners, directors, officers, employees, subsidiaries and affiliated entities against loss of any kind.

The provisions of this Section 8 shall survive termination of these Terms.

9. INDEMNITY.

Warehouse Operator shall protect, defend, indemnify, and hold OLIMP, its owners, directors, officers, employees, subsidiaries and affiliated entities harmless from and against all loss, liability, damage, claim, demand, suit, fine, cost or expense, including reasonable attorney's fees, arising out of or in any way related to the performance or breach of these Terms by Warehouse Operator , its employees or independent contractors working for Warehouse Operator (collectively, the "Claims"), including, but not limited to, Claims for or related to personal injury (including death), property damage and Warehouse Operator’s possession, use, maintenance, custody or operation of the equipment delivering goods tendered under these Terms through the Platform; provided, however, that Warehouse Operator’s indemnification and hold harmless obligations under this Section 9 will not apply to any portion of such claim attributable to the tortuous conduct of OLIMP. Warehouse Operator also agrees to indemnify, protect and hold OLIMP, its owners, directors, officers, employees, subsidiaries and affiliated entities harmless from any and all tax liabilities and responsibilities for payment of all federal, state and local taxes, import and export taxes with respect to OLIMP. Warehouse Operator also agrees indemnify, protect and hold OLIMP, its owners, directors, officers, employees, subsidiaries and affiliated entities harmless from any and all unpaid transportation charges, including demurrage, undercharges, detention or charges of any nature, in connection with the delivery of goods tendered by a Customer under these Terms . Warehouse Operator’s obligations hereunder shall include OLIMP’s, its owners, directors, officers, employees, subsidiaries and affiliated entities cost of defense (i.e., legal fees and costs), as well as the payment of any final judgment rendered against the OLIMP and/or its owners, directors, officers, employees, subsidiaries and affiliated entities.

The provisions of Section 9 shall survive termination of these Terms.

10. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, OLIMP SHALL NOT BE LIABLE TO WAREHOUSE OPERATOR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFIT, LOSS OF BUSINESS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER OR THE LIKE) ARISING OUT OF OR RELATING TO THESE TERMS AND/OR ANY OTHER WRITTEN AGREEMENT(S), OLIMP’S PERFORMANCE HEREUNDER OR DISRUPTION OF ANY OF THE FOREGOING, EVEN IF OLIMP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, OLIMP’S ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES PROVIDED ON THE PLATFORM OR THESE TERMS SHALL IN NO EVENT EXCEED THE AGGREGATE COMPENSATION PAID BY OLIMP TO WAREHOUSE OPERATOR UNDER THESE TERMS IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. THIS SECTION 10 SHALL SURVIVE THE TERMINATION OF THESE TERMS. NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

11. INFORMATION SYSTEMS.

Any management information system or computer hardware or software used or supplied by OLIMP in connection with the Platform or these Terms is and will remain OLIMP’s exclusive property. Neither the use or any access to such system or property by Warehouse Operator will convey to Warehouse Operator any use, license or ownership rights in OLIMP’s property.

12. TERMINATION.

If Warehouse Operator files a voluntary petition for relief under the bankruptcy code, or has an involuntary bankruptcy petition filed against it, or if Warehouse Operator should be adjudicated a bankrupt, or makes a general assignment for the benefit of creditors, or if a receiver is appointed by a court of competent jurisdiction over Warehouse Operator , or if Warehouse Operator should persistently or repeatedly disregards laws, ordinances, or instructions of a Customer , or has otherwise breached a material provision of this Agreement, OLIMP may, without obligation and without prejudice to any and all rights and remedies of OLIMP at law and in equity, terminate the relationship with and access by Warehouse Operator to the Platform as well as any and all other right and remedies of OLIMP at law and in equity, immediately upon giving Warehouse Operator written notice of such termination. OLIMP may terminate these Terms with Warehouse Operator at any time, for convenience without obligation to the Warehouse Operator with termination effective thirty (30) days after delivery of written notice of termination.

If these Terms or any other written agreement between OLIMP and Warehouse Operator expires or is terminated for any reason, Warehouse Operator shall be required to promptly cooperate with OLIMP and the Customer to remove all goods from the Warehouse or facility.

13. FORCE MAJURE.

14. ASSIGNMENT/MODIFICATION/BENEFIT OF TERMS.

These Terms represent the entire agreement and understanding of the Parties with regard to its subject matter, unless and only to the extent the parties have agreed in writing in any separate agreement(s) to terms and conditions that are in conflict with these Terms. Except as otherwise set forth specifically in writing signed by the parties, no prior understandings or agreements of the Parties, whether written or oral, nor any documents not specifically incorporated into these Terms, nor any course of conduct of the Parties before or after the Customer’s access to and use of the Platform, shall have the effect of modifying the Parties’ rights and obligations under these Terms in any way. These Terms shall not be altered or amended except in writing signed by a duly authorized representative of OLIMP. These Terms may not be assigned or transferred in whole or in part by the Warehouse Operator. These Terms shall be binding upon and inure to the benefit of the Parties hereto. Notwithstanding the foregoing, OLIMP reserves the right to revise or terminate these Terms in whole or part with or without prior notice to the Customer of any other party or person. In which event, the new and/or revised terms shall apply to all future transactions between the Parties.

15. NON-SOLICITATION.

Warehouse Operator promises and agrees that it will not influence or attempt to influence Customers on the Platform nor will it contract directly or indirectly any Customer on the Platform specifically but not limited to those clients and customers of OLIMP that the Provider has provided Services to; nor shall it attempt directly or indirectly to divert OLIMP’s business to any individual, partnership, firm, corporation or other entity then in competition or planning to be in competition in the future with the business of OLIMP or any subsidiary or affiliate of OLIMP.

For a period of twenty four (24) months following the Warehouse Operator’s last contract with any Customer or customer of OLIMP, the Warehouse Operator agrees it shall not either directly or indirectly influence or attempt to influence Customers or customers of OLIMP on the Platform (or any of its present or future subsidiaries or affiliates) for whom the Warehouse Operator has rendered Services pursuant to these Terms to divert their business to the Warehouse Operator or any individual, partnership, firm, corporation or other entity then in competition or planning to be in competition in the future with the business of OLIMP or any subsidiary or affiliate of OLIMP. Warehouse Operator is specifically prohibited during the restricted period from soliciting Services from a Customer , shipper, consignor, consignee, or other customer of OLIMP, who were first introduced/tendered to Warehouse Operator through the Platform.

Warehouse Operator acknowledges that violation of this non-solicitation paragraph would cause irreparable harm to OLIMP and that in the event of breach of this paragraph, OLIMP would be entitled to injunctive relief as well as damages in a court of competent jurisdiction. Warehouse Operator consents and stipulates to the entry of such injunctive relief in the event of a violation of this non-solicitation paragraph.

6. CONFIDENTIALITY.

Except to the extent required by law, neither Party shall disclose to third parties (other than to freight bill auditors, prospective capital providers, and outside professionals, if such parties agree to similar confidentiality terms) either the terms of these Terms or any confidential or proprietary information either Party learns about the other in the course of performing Services under these Terms , including but not limited to software, business methods, customer lists, or the rates, valuation, origin, destination and consignee identity for any shipment within the scope of the Services.

17. SEVERABILITY.

To the extent that any provision of this Agreement may be held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall become ineffective as to all matters within the jurisdiction of that court. The court’s holding, however, shall not be treated as affecting the validity or enforceability of any other provision of this Agreement, nor as affecting the validity or enforceability of any part of this Agreement in other jurisdictions.

18. WAIVER.

Neither the failure of a Party to exercise or strictly enforce any right, power or privilege under this Agreement, nor its delay in any such exercise, shall operate as a waiver of that right, power or privilege excusing the other party from future performance.

19. GOVERNING LAW.

The construction, interpretation, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of laws principles. The Parties agree that any action arising out of this Agreement will be brought solely in any state or federal court located in Cook County, Illinois. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court.

20. NOTICES.

Any written notice required or permitted under these Terms shall be deemed sufficient if sent by prepaid first-class mail, by a nationally recognized overnight courier, or by facsimile transmission, if such notice is sent to OLIMP at the address set forth below or to Warehouse Operator at the address established by Warehouse Operator during registration for the Services. Notices shall be considered to have been received by the addressee Party on the third Business Day after mailing, on the first Business Day after deposit with an overnight courier, or on the day a facsimile is transmitted if the sending machine produces written confirmation of a successful transmission. Notices to OLIMP should be sent to:

OLIMP Corp
750 W. Lake Cook Rd, Suite 350
Buffalo Grove, IL 60089

21. BINDING EFFECT

These Terms shall be binding upon the respective heirs, executors, personal representatives, successors and assigns (where permitted) of the Parties hereto.

22. ATTORNEY'S FEES.

In the event it becomes necessary to enforce any of the terms or conditions of these Terms , the prevailing party shall be awarded it reasonable attorney’s fee in addition to any costs allowed by law.

23. RELATIONSHIP OF THE PARTIES.

The Parties hereto are independent contractors and as such, its employees, contractors, and personnel performing any services under this Agreement shall at no time be considered an employee of the other Party. Neither Party is the agent of the other and neither Party shall have any right or authority to make or enter into any contract or other agreement in the name of or for the account of the other Party, or to make any representation, or to assume, create or incur any obligation or liability of any kind, express or implied, on behalf of the other Party. Each Party will be responsible for any applicable payment and withholdings of any salary, benefits, incentives, and any other compensation or taxes relevant to its personnel. Nothing in these Terms , and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party’s employees or agents.

24. COUNTERPARTS.

These Terms may be executed in one or more counterparts, any and all of which shall constitute one and the same instrument.

25. CAPTIONS.

The captions and headings set forth in these Terms are for convenience only. They shall not be considered a part of these Terms , nor affect in any way the meaning of its terms and conditions.

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