WAREHOUSE OPERATOR TERMS & CONDITIONS

Last Revised: Apr 9, 2025

IMPORTANT - PLEASE READ CAREFULLY. These Warehouse Operator Terms and Conditions (these "Operator Terms") form a legally binding contract between OLIMP Corp., a corporation, together with its Affiliates (collectively, "OLIMP," "we," "us," or "our"), and each warehouse operator (the "Warehouse Operator," "you," or "your") that (i) lists or offers warehouse space or related services on the OLIMP Warehousing digital brokerage platform located at https://olimpwarehousing.com/ (the "Platform") and (ii) contracts via the Platform with customers seeking warehousing, handling, or transportation services (each a "Customer").

By clicking "I AGREE," executing a Quote, or otherwise accessing or using the Platform, Warehouse Operator unconditionally agrees to be bound by and to comply with (a) these Operator Terms, (b) OLIMP's then-current policies referenced herein, and (c) any electronic or written Quote confirming rates or service parameters (each, a "Quote"). If Warehouse Operator does not agree, Warehouse Operator must not access or use the Platform.

ARTICLE 1

DEFINITIONS; RULES OF CONSTRUCTION

Except as expressly provided otherwise, capitalized terms have the meanings set forth in this Article 1. References to "Sections," "Articles," "Exhibits," and "Annexes" are to these Operator Terms unless the context clearly requires otherwise. The words "include," "includes," and "including" are deemed to be followed by "without limitation," and words in the singular include the plural and vice versa.

1.1 "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with such first Person. "Control" (including the terms "Controlled by" and "under common Control with") means the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting securities of a Person or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

1.2 "Applicable Law" means any statute, law, ordinance, regulation, rule, code, order, treaty, judgment, decree, or other requirement of any Governmental Authority that is or may become applicable to a Party, the Platform, the Services, or the Goods.

1.3 "Business Day" means any day other than a Saturday, Sunday, or day on which commercial banks in New York, New York are authorized or required by law to close.

1.4 "Goods" means any tangible personal property tendered by a Customer for storage, handling, transportation, or related services facilitated through the Platform.

1.5 "Services" has the meaning set forth in Article 11 and includes, without limitation, storage, handling, transportation, cross-dock, transloading, re-work/restack, drayage, final-mile delivery, disposal, yard storage/trailer parking, and any other services expressly agreed to by the Parties in a Quote.

1.6 "Taxes" means any sales, use, value-added, gross-receipts, excise, property, or other similar taxes, duties, fees, or assessments imposed by any Governmental Authority, together with any interest, penalties, or additions thereon, but excluding taxes imposed on or measured by the net income of OLIMP.

1.7 "Warehouse" means each physical facility that the Warehouse Operator owns or lawfully operates and lists on the Platform.

1.8 Other Defined Terms. Any capitalized term used but not defined in this Article 1 has the meaning ascribed to it at its first occurrence herein.

ARTICLE 2

SCOPE OF SERVICES; ACCESS LICENSE

2.1 Platform Description. OLIMP operates a proprietary online marketplace (the "Platform") through which Warehouse Operators may advertise available warehousing capacity and related Services, and Customers may reserve such Services through the Platform.

2.2 Limited License. Subject to the Warehouse Operator's strict compliance with these Operator Terms, OLIMP hereby grants to the Warehouse Operator a limited, personal, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Platform solely to (a) list Services and (b) discharge the Warehouse Operator's obligations under these Operator Terms and any applicable Quote. All rights not expressly granted are reserved by OLIMP.

2.3 Prohibited Conduct. The Warehouse Operator shall not, and shall cause its Affiliates, employees, agents, and subcontractors not to:

(a) Platform Circumvention. Contract, directly or indirectly, with any Customer first introduced through the Platform except via the Platform;

(b) Misrepresentation. Misstate or misrepresent Warehouse capacity, capabilities, certifications, licenses, or authorizations; or

(c) Security/Integrity Breach. Engage in any activity that compromises or is intended to compromise the security, integrity, confidentiality, or availability of the Platform.

A violation of this Section 2.3 constitutes a material breach. In addition to any other rights or remedies available at law or in equity, OLIMP may immediately suspend or terminate the Warehouse Operator's access to the Platform and seek injunctive or other equitable relief.

2.4 Non-Solicitation. For a period of twenty-four (24) months commencing on the later of (i) the expiration or earlier termination of these Operator Terms or (ii) the last date on which the Warehouse Operator provides Services to a Customer, the Warehouse Operator shall not, directly or indirectly, solicit, service, or accept business from any such Customer outside the Platform, nor divert or attempt to divert such Customer to any competing platform. The Warehouse Operator acknowledges that monetary damages would be an inadequate remedy for a breach of this Section 2.4 and agrees that OLIMP shall be entitled to seek injunctive relief without the necessity of posting a bond.

ARTICLE 3

TENDER, INSPECTION, AND REJECTION OF GOODS

3.1 Tender Window. The Warehouse Operator shall receive Goods tendered by or on behalf of a Customer during the Warehouse Operator's customary receiving hours and in accordance with (a) the applicable Quote and (b) any reasonable written receiving procedures delivered to the Customer in advance.

3.2 Inspection; Right to Reject. To verify compliance with the Quote and Applicable Law, the Warehouse Operator may weigh, measure, count, or otherwise inspect the Goods externally, and may open the Goods only with prior written authorization from the Customer or OLIMP, unless required by Applicable Law or to address an immediate safety or environmental hazard. The Warehouse Operator may reject any Goods that: (i) are prohibited by Applicable Law; (ii) pose a material safety or environmental hazard; or (iii) differ materially from the description furnished by the Customer. The Warehouse Operator may propose new pricing if they are able to assist with the updated scope and those rates must be accepted to continue service.

3.3 Notice; Disposition of Rejected Goods. The Warehouse Operator shall promptly notify OLIMP of any rejection and shall cooperate in good faith with OLIMP to arrange for the return, disposal, or other lawful disposition of the Goods at the Customer's expense.

3.4 No Duty to Investigate. Except as expressly required by Applicable Law, the Warehouse Operator is under no obligation to verify the accuracy or completeness of information supplied by the Customer regarding the Goods.

ARTICLE 4

STORAGE TERM, CHARGES, AND RELEASE OF GOODS

4.1 Storage Period; Charges. Fees for Services are set forth in the applicable Quote and accrue from the date the Goods are received at the Warehouse until the date they depart. Unless expressly provided otherwise in a Quote, all fees are (i) F.O.B. Warehouse and (ii) exclusive of Taxes, which shall be borne by the Customer.

4.2 Rate Adjustments. If (a) the condition, weight, dimensions, or characteristics of the Goods differ from those disclosed by the Customer, or (b) the Customer requests services outside the scope of the Quote, the Warehouse Operator may submit a rate-adjustment request through the Platform. No such adjustment shall be effective unless and until approved in writing (which may be by email) by OLIMP. By enabling Auto-Quote, Warehouse Operator agrees rates provided are valid for the requested Service, and OLIMP may submit rates on their behalf. Any adjustments to Auto-Quote rates require OLIMP's approval via a Cost Adjustment submission through the Platform.

4.3 Additional Services. Any service outside the scope of the Quote, including, without limitation, extended storage, drayage, palletization, kitting, repackaging, or re-work (collectively, "Additional Services"), must be requested via the Platform and shall be subject to revised pricing approved in accordance with Section 4.2.

4.4 Release of Goods. The Warehouse Operator shall release Goods only (i) upon receipt of lawful instructions transmitted through the Platform or (ii) pursuant to a valid court order or other Applicable Law. Under no circumstances may the Warehouse Operator retain Goods as leverage in any dispute.

ARTICLE 5

PAYMENT TERMS

5.1 Invoicing. Within five (5) Business Days after completion of the Services, the Warehouse Operator shall upload, via the Platform, an itemized invoice together with all supporting documentation required under Article 11 (collectively, a "Complete Invoice").

5.2 Payment; Net 30. Subject to Section 5.4, OLIMP shall remit all undisputed amounts within thirty (30) calendar days following its receipt of a Complete Invoice. OLIMP may remit payment by Comchek, credit card, ACH, or corporate check, in its sole discretion.

5.3 Collections. The Warehouse Operator shall neither invoice nor collect payment directly from Customers.

5.4 Offset and Withholding. OLIMP may offset against, or withhold from, any amounts otherwise payable to the Warehouse Operator to satisfy: (i) valid indemnity claims under these Operator Terms; (ii) chargebacks arising from unauthorized or erroneous charges; or (iii) any other undisputed monetary obligation owed by the Warehouse Operator to OLIMP.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES

The Warehouse Operator hereby represents and warrants to OLIMP, and such representations and warranties shall be deemed to be repeated on each day during the Term, that:

(a) Organization; Good Standing. It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and is duly qualified to do business in each jurisdiction where such qualification is required.

(b) Authority; Enforceability. It has full power and authority to execute, deliver, and perform these Operator Terms and each Quote, and such execution, delivery, and performance have been duly authorized by all necessary action. These Operator Terms and each Quote constitute legal, valid, and binding obligations of the Warehouse Operator, enforceable against it in accordance with their respective terms, subject to insolvency, reorganization, and other laws of general application affecting creditors' rights and to general equitable principles.

(c) No Conflicts. Its execution, delivery, and performance of these Operator Terms and any Quote do not and will not conflict with or violate (i) its organizational documents, (ii) any material contract to which it is a party, (iii) any court order binding on it, or (iv) any Applicable Law.

(d) Licenses and Permits. It holds, and will maintain in full force and effect throughout the Term, all licenses, permits, approvals, and authorizations required to operate each Warehouse and to perform the Services.

(e) Standard of Performance. It will perform all Services in a timely, professional, and workmanlike manner, using personnel who are properly trained, qualified, and, where legally required, licensed or certified.

(f) Warehouse Interests; Lien Waiver. It owns or lawfully leases each Warehouse and irrevocably waives any statutory or common-law warehouseman's lien on Goods unless expressly preserved in a Quote and approved in writing by OLIMP.

(g) Access. It will provide OLIMP and each applicable Customer with reasonable access to the Goods during normal business hours upon reasonable prior notice.

(h) Insurance. It will procure and maintain, at its own cost and expense, the insurance policies and coverage limits specified in Article 7 and will furnish certificates of insurance to OLIMP upon request.

ARTICLE 7

INSURANCE

7.1 Required Coverages. Throughout the Term, and without limiting any other obligation hereunder, the Warehouse Operator shall procure and maintain, at its sole cost and expense, insurance policies issued by carriers rated not less than A-, VIII by AM Best (or, if AM Best no longer exists, by an equivalent nationally recognized rating agency) with the following minimum limits:

7.2 Certificates and Endorsements. Prior to commencing Services, and thereafter upon renewal or replacement of any policy, the Warehouse Operator shall furnish OLIMP with certificates of insurance evidencing the coverages required by this Article 7. Such certificates, and, upon OLIMP's reasonable request, copies of the applicable policy declarations and endorsements, shall:

(a) name OLIMP Corp. (and, if so requested by OLIMP, the relevant Customer) as additional insured on the CGL and Automobile Liability policies, using ISO form CG 20 10 (or its equivalent) for ongoing and completed operations;

(b) designate OLIMP as loss payee (as its interests may appear) on the Warehouse Legal Liability policy;

(c) provide that the Warehouse Operator's coverage is primary and non-contributory with respect to any insurance maintained by OLIMP; and

(d) include a waiver of subrogation in favor of OLIMP and the applicable Customer on all policies where commercially available.

7.3 Notice of Cancellation or Material Change. Each policy shall require the insurer to provide OLIMP with not less than thirty (30) days' prior written notice (ten (10) days for non-payment of premium) of cancellation, non-renewal, or any material reduction in limits or scope of coverage. The Warehouse Operator shall promptly replace any cancelled or materially modified policy so as to maintain continuous coverage in accordance with this Article 7.

ARTICLE 8

INDEMNIFICATION

8.1 Indemnity. The Warehouse Operator shall defend, indemnify, and hold harmless OLIMP, its Affiliates, and their respective officers, directors, employees, and agents (collectively, the "Indemnitees") from and against any and all third-party claims, demands, actions, suits, causes of action, liabilities, damages, judgments, fines, penalties, costs, and expenses (including reasonable attorneys' fees and court costs) (collectively, "Claims") arising out of or related to:

(a) any breach by the Warehouse Operator of these Operator Terms, any Quote, or Applicable Law;

(b) bodily injury (including death) or damage to real or personal property caused by the negligence, gross negligence, or wilful misconduct of the Warehouse Operator or its subcontractors;

(c) unauthorized disposal or release of Goods;

(d) misplacement, theft, loss, or destruction of Goods while in the Warehouse Operator's care, custody, or control;

(e) loading Goods onto an incorrect carrier, or releasing Goods without proper authority or documentation; or

(f) unauthorized or erroneous invoicing, billing, or charges attributable to the Warehouse Operator.

8.2 Indemnification Procedure. OLIMP shall give the Warehouse Operator prompt written notice of any Claim for which indemnification is sought (provided, however, that delayed notice shall not relieve the Warehouse Operator of its indemnity obligations except to the extent materially prejudiced thereby). The Warehouse Operator shall assume the defense of the Claim with counsel reasonably satisfactory to OLIMP and shall keep OLIMP reasonably informed of all material developments. OLIMP may participate in the defense with counsel of its own choosing at its own expense. The Warehouse Operator shall not settle any Claim that imposes any liability or obligation on an Indemnitee, or that admits fault or wrongdoing on an Indemnitee's part, without OLIMP's prior written consent (which shall not be unreasonably withheld, conditioned, or delayed).

8.3 Survival. The obligations set forth in this Article 8 shall survive the expiration or earlier termination of these Operator Terms and any Quote.

ARTICLE 9

LIMITATION OF LIABILITY

9.1 Disclaimer of Warranties. THE PLATFORM, TOGETHER WITH ALL SERVICES FURNISHED BY OLIMP, IS PROVIDED "AS IS" AND AS AVAILABLE, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, OLIMP SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AS WELL AS ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

9.2 Aggregate Liability Cap. EXCEPT FOR (a) DAMAGES RESULTING FROM THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF THE WAREHOUSE OPERATOR, AND (b) THE WAREHOUSE OPERATOR'S INDEMNIFICATION OBLIGATIONS UNDER ARTICLE 8, THE ENTIRE CUMULATIVE LIABILITY OF OLIMP TO THE WAREHOUSE OPERATOR FOR ANY AND ALL CLAIMS ARISING OUT OF, OR RELATED TO, THE PLATFORM, THE SERVICES, OR THESE OPERATOR TERMS SHALL NOT EXCEED, IN THE AGGREGATE, THE FEES ACTUALLY PAID BY OLIMP TO THE WAREHOUSE OPERATOR FOR THE SPECIFIC SERVICES GIVING RISE TO SUCH CLAIM DURING THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FIRST CAUSING LIABILITY.

9.3 Waiver of Consequential and Certain Other Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, MULTIPLE, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE OTHERWISE FORESEEABLE.

9.4 Statute of Limitations. NO ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THESE OPERATOR TERMS MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION FIRST ACCRUES, EXCEPT THAT AN ACTION FOR NON-PAYMENT MAY BE BROUGHT WITHIN THE APPLICABLE STATUTORY LIMITATION PERIOD.

9.5 Survival. The provisions of this Article 9 shall survive the expiration or earlier termination of these Operator Terms and any Quote.

ARTICLE 10

PLATFORM ACKNOWLEDGEMENT

10.1 Marketplace Nature. The Warehouse Operator acknowledges and agrees that OLIMP acts solely as the operator of the Platform, an online marketplace that facilitates the introduction of Customers to Warehouse Operators. OLIMP does not (a) take possession of, title to, or control over any Goods, (b) issue receipts or assume responsibilities characteristic of a "warehouseman" under Article 7 of the Uniform Commercial Code or any analogous law, or (c) function as a carrier, freight forwarder, or bailee.

10.2 Independent Acts and Omissions. The Warehouse Operator is, and shall remain, solely responsible for the acts and omissions of its Affiliates, employees, agents, subcontractors, and carriers, including compliance with all Applicable Laws, industry standards, and the terms of each Quote. Nothing in these Operator Terms shall be construed to create an agency, partnership, joint venture, or employment relationship between OLIMP and the Warehouse Operator (or any of the foregoing Persons).

ARTICLE 11

SERVICE DEFINITIONS & BILLING REQUIREMENTS (ANNEX A)

11.1 Incorporation by Reference. The detailed descriptions of each Service, the mandatory supporting documentation (including, without limitation, proofs of delivery, weight or scale tickets, inbound and outbound photographs, and lumper receipts), and the applicable billing codes (collectively, the "Service Specifications") are set forth in Annex A, which is hereby incorporated into and made a part of these Operator Terms as if fully set forth herein.

11.2 Updates to Annex A. OLIMP may amend or replace Annex A from time to time in its sole discretion by posting an updated version on the Platform or otherwise providing electronic notice to the Warehouse Operator (each, an "Annex A Update"). Unless a later effective date is expressly stated in the Annex A Update, such update shall become effective ten (10) Business Days after the date of posting or notice. The Warehouse Operator's continued use of the Platform or performance of Services following the effective date of an Annex A Update shall constitute acceptance of the revised Annex A.

11.3 Hierarchy. In the event of any direct conflict between the Service Specifications in Annex A and a duly executed Quote, the Quote shall control as to the Services covered thereby; otherwise, Annex A shall govern.

ARTICLE 12

DATA PRIVACY

12.1 Consent to Processing. The Warehouse Operator acknowledges and agrees that OLIMP may collect, process, store, and use (a) the Warehouse Operator's business-contact information and (b) operational data generated through the Warehouse Operator's use of the Platform (together, "Operator Data") in accordance with OLIMP's then-current Privacy Policy (as may be updated from time to time) and all Applicable Data Protection Laws.

12.2 Applicable Data-Protection Laws. For purposes of this Article 12, "Applicable Data Protection Laws" means, to the extent applicable to the parties or the processing of Operator Data, (i) the California Consumer Privacy Act and its successor, the California Privacy Rights Act (collectively, the "CCPA"), (ii) the EU General Data Protection Regulation (EU) 2016/679 and any locally implementing or supplemental legislation (collectively, the "GDPR"), and (iii) any other similar or equivalent privacy or data-protection laws, rules, or regulations in any jurisdiction.

12.3 Purpose Limitation. OLIMP shall process Operator Data solely for the purposes of (a) operating, maintaining, improving the Platform, and any business transactions reasonably arising from or related to operation of the Platform or any Quote, (b) performing OLIMP's obligations under these Operator Terms and any Quote, (c) billing and account-management, and (d) complying with Applicable Data Protection Laws.

12.4 Security Measures. OLIMP shall implement and maintain commercially reasonable technical and organizational measures designed to protect Operator Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access.

12.5 Cross-Border Transfers. To the extent OLIMP transfers Operator Data originating from the European Economic Area, the United Kingdom, or Switzerland to a country that has not received an adequacy decision under the GDPR, such transfer shall be governed by the then-applicable EU Standard Contractual Clauses (or any successor mechanism) or another lawful transfer mechanism recognized under Applicable Data Protection Laws.

12.6 Cooperation; Data Subject Requests. Each party shall reasonably cooperate with the other to respond to any verified request from a data subject or competent supervisory authority relating to Operator Data, to the extent required by Applicable Data Protection Laws.

12.7 Survival. The provisions of this Article 12 shall survive the expiration or earlier termination of these Operator Terms for so long as OLIMP retains any Operator Data.

ARTICLE 13

CONFIDENTIALITY

13.1 Confidential Information. As used herein, "Confidential Information" means any non-public, proprietary, or otherwise sensitive information of or concerning OLIMP, any Customer, or the Goods, whether disclosed orally, electronically, or in writing, and whether or not marked or identified as confidential.

13.2 Non-Disclosure Obligation. The Warehouse Operator shall:

(a) keep all Confidential Information in strict confidence and use at least the same degree of care it employs to protect its own confidential information of like importance (but in no event less than a commercially reasonable standard of care);

(b) use Confidential Information solely for the purpose of performing its obligations under these Operator Terms and any applicable Quote; and

(c) not disclose Confidential Information to any third party, except as expressly permitted by Section 13.3 or Section 13.4.

13.3 Permitted Disclosures. The Warehouse Operator may disclose Confidential Information to its employees, officers, directors, agents, insurers, and subcontractors (collectively, "Representatives") who (i) have a bona-fide need to know such information for the purpose of performing the Services, and (ii) are bound by written obligations of confidentiality and restricted use that are no less protective than those set forth in this Article 13. The Warehouse Operator shall remain liable for any breach of this Article 13 by its Representatives.

13.4 Compelled Disclosure. If the Warehouse Operator is required by Applicable Law or a valid court or governmental order to disclose Confidential Information, it may do so provided that (i) it gives prompt written notice to OLIMP (to the extent legally permissible) so that OLIMP may seek a protective order or other appropriate remedy, and (ii) it discloses only that portion of the Confidential Information that is legally required.

13.5 Return or Destruction. Upon the earlier of (i) OLIMP's written request or (ii) the expiration or termination of these Operator Terms, the Warehouse Operator shall promptly return or, at OLIMP's option, destroy all Confidential Information in its possession or control (including all copies), except that the Warehouse Operator may retain one archival copy to the extent required by Applicable Law or bona-fide internal compliance policies.

13.6 Survival. The obligations in this Article 13 shall survive for five (5) years following the expiration or earlier termination of these Operator Terms; provided, however, that trade secrets shall remain subject to the non-disclosure obligations herein for so long as they constitute trade secrets under Applicable Law.

ARTICLE 14

NOTIFICATIONS AND NOTICES

14.1 Operational Notifications.

(a) Email: Email is the primary communication method for Platform updates, order-related notices, and routine operational communications. Warehouse Operator is automatically opted in upon listing Services on the Platform at https://olimpwarehousing.com/.

(b) Chat: Platform chat is optional, recorded as part of order history, and does not constitute a written agreement for rates, cost adjustments, or other contractual changes unless expressly approved by OLIMP in writing.

(c) Marketing: Marketing notifications are opted in by default but may be unsubscribed via a link in the notification or through the Platform portal at https://olimpwarehousing.com/.

14.2 Formal Notices. Except for operational notifications under Section 14.1, all formal notices, consents, and other communications required or permitted under these Operator Terms ("Notices") shall be in writing and delivered by:

(a) electronic mail, with confirmation of receipt;

(b) a nationally recognized overnight courier service, with signature required; or

(c) certified or registered mail, return receipt requested, postage prepaid.

14.3 Addresses; Effectiveness. Notices shall be sent to the recipient's address (or email address) on record in the Platform, or to such other address as a party may designate by Notice in accordance with this Article 14. A Notice shall be deemed given and effective (i) upon receipt, if delivered by courier or certified mail, or (ii) upon the recipient's confirmation of receipt, if delivered by email.

14.4 Change of Address. Either party may change its Notice address by providing Notice to the other party in accordance with this Article 14.

ARTICLE 15

TERM AND TERMINATION

15.1 Term. These Operator Terms commence on the Effective Date, defined as the earlier of (i) the Warehouse Operator's first use of the Platform or (ii) the effective date of the first Quote, and shall continue in full force and effect until terminated in accordance with this Article 15 (the "Term").

15.2 Termination for Cause. Either party may terminate these Operator Terms, any outstanding Quote, or both, with immediate effect by written notice to the other party if the other party:

(a) becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or has filed against it an involuntary petition in bankruptcy that is not dismissed within sixty (60) days;

(b) commits a material breach of these Operator Terms or any Quote, including but not limited to circumventing the Platform or violating Applicable Law, with no cure period for such material breaches; or

(c) violates Applicable Law in a manner that materially impairs its ability to perform hereunder.

15.3 Termination for Convenience. Either party may terminate these Operator Terms, any individual Quote, or both, for any reason or no reason, upon thirty (30) days' prior written notice to the other party.

15.4 Effect of Termination. Upon any termination or expiration of these Operator Terms:

(a) the Warehouse Operator shall cooperate with OLIMP and the applicable Customer to facilitate the orderly removal or transfer of the Goods, at the Customer's cost and expense;

(b) any undisputed amounts owing to either party shall become immediately due and payable; and

(c) the following provisions shall survive: Articles 8 (Indemnification), 9 (Limitation of Liability), 13 (Confidentiality), 17 (General Provisions), together with any accrued but unpaid payment obligations and any other terms that by their nature should survive.

15.5 No Liability for Termination. Except as expressly provided in these Operator Terms, neither party shall be liable to the other for damages of any kind solely by reason of terminating these Operator Terms in accordance with this Article 15.

ARTICLE 16

FORCE MAJEURE

16.1 Force Majeure Event. Neither party shall be liable, nor deemed in default or breach hereof, for any failure or delay in performing its obligations (other than payment obligations) to the extent such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any event beyond the reasonable control of the affected party, including acts of God, natural disasters, fire, flood, explosion, pandemic or epidemic, acts of war or terrorism, civil unrest, labour strikes or lockouts, governmental acts or orders, disruption of utilities or communications, or cyber-attack.

16.2 Mitigation; Notice; Resumption. The party whose performance is affected shall (a) promptly notify the other party in writing of the Force Majeure Event (with reasonable detail), (b) use commercially reasonable efforts to mitigate the impact of the Force Majeure Event, and (c) resume full performance promptly after the cessation of the Force Majeure Event.

ARTICLE 17

GOVERNING LAW; DISPUTE RESOLUTION

17.1 Governing Law. These Operator Terms and any dispute, claim, or controversy arising out of or relating hereto or the transactions contemplated hereby (collectively, "Disputes") shall be governed by, and construed in accordance with, the internal laws of the State of Illinois, without giving effect to any choice-of-law or conflict-of-law rules that would require or permit the application of the laws of any other jurisdiction.

17.2 Exclusive Venue; Consent to Jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois, for the adjudication of any Dispute and waives any objection to venue or forum non conveniens.

17.3 Equitable Relief. Nothing in this Article 17 shall limit either party's right to seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or curtail actual or threatened infringement, misappropriation, or breach of confidentiality or intellectual-property rights.

17.4 Attorneys' Fees. The prevailing party in any action to enforce these Operator Terms shall be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing party.

ARTICLE 18

MISCELLANEOUS

18.1 Independent Contractors. The parties are independent contractors. Nothing in these Operator Terms shall be construed to create a partnership, joint venture, fiduciary, employment, or agency relationship between the parties.

18.2 Entire Agreement. These Operator Terms, together with each Quote and all documents expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral or written agreements or understandings.

18.3 Amendments.

(a) By OLIMP. OLIMP may amend these Operator Terms by posting an updated version on the Platform and providing at least fifteen (15) days' prior electronic notice to the Warehouse Operator. Continued use of the Platform after the effective date constitutes acceptance of the amendment. This includes Terms and Conditions and Annex A.

(b) Mutual Amendments. No other modification or amendment shall be effective unless set forth in a writing signed by authorized representatives of both parties.

18.4 Assignment. The Warehouse Operator may not assign or delegate these Operator Terms or any Quote, whether by operation of law or otherwise, without OLIMP's prior written consent, and any attempted assignment in violation hereof shall be null and void. OLIMP may assign these Operator Terms, in whole or in part, (i) to any Affiliate or (ii) in connection with a merger, consolidation, reorganization, or sale of all or substantially all of its assets.

18.5 Severability. If any provision of these Operator Terms is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced by a valid, enforceable provision that most closely reflects the parties' original intent.

18.6 Waiver. No failure or delay by either party in exercising any right or remedy shall constitute a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof.

18.7 Counterparts; Electronic Signatures. These Operator Terms and any Quote may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument. Signatures delivered by electronic means (including click-wrap acceptance, PDF, or DocuSign) shall be deemed original signatures and fully effective for all purposes.

ANNEX A

SERVICE SCHEDULE, DOCUMENTATION & KPI REQUIREMENTS

This Annex A forms an integral part of the Operator Terms. In the event of a direct conflict between a duly executed Quote and the Service Specifications herein, the Quote shall control as to the Services covered; otherwise, this Annex A governs. OLIMP may amend this Annex A per Article 11.2.

[NOTE TO OLIMP - Populate the tables below for each Service Code before issuing a Quote. Updates may be made in accordance with Article 11.2.]

Integration & Hierarchy. This Annex A forms an integral part of the Operator Terms. In the event of a direct conflict between (i) a duly executed Quote and (ii) the Service Specifications herein, the Quote shall control as to the Services covered thereby; otherwise, this Annex A governs.

Amendment. OLIMP may amend this Annex A in its discretion pursuant to Article 11.2 (Annex A Updates). Continued performance of Services after the effective date of an Annex A Update constitutes the Warehouse Operator's acceptance of the revised requirements.