Flexport Carbon Program Terms & Conditions

By requesting or accepting goods or services from Flexport Inc., and/or its subsidiaries and affiliates (collectively, “Flexport”), the Customer agrees to the following terms and conditions of service (“Terms and Conditions”).

Flexport may from time to time change these Terms and Conditions. Any changes are effective immediately upon publication on our website at www.flexport.com/terms. The use of Flexport’s Platform and the Services are subject to the Flexport Software Terms and Conditions.

Flexport Privacy Policy: www.flexport.com/privacy.

Terms and Conditions

These Terms and Conditions govern the use of Flexport’s Services relating to its Carbon Program. These services are provided via Flexport.org, Flexport’s internal program supporting both humanitarian and environmental efforts.

By accessing and using the Platform or by participating in Flexport’s Carbon Program (whether via the Platform, direct communications with the Flexport.org team or otherwise) Customer agrees to be bound by these Terms and Conditions.

1. DEFINITIONS

1.1 Customer. "Customer" shall mean the company accepting Services from Flexport and/or participating in any of the Services contemplated by these Terms and Conditions.

1.2 Services. "Services" shall mean the services included in, but not limited to the Carbon Program, services provided via the Platform, services provided via other electronic means, including APIs, and any software and Application Data provided by Flexport in connection with such services.

1.3 Carbon Program. "Carbon Program" shall mean all services provided by Flexport relating to the calculation, analytics or offset of Carbon Emissions.

1.4 Carbon Emissions. "Carbon Emissions" shall mean, for the purposes of these Terms and Conditions, the total amount of carbon dioxide and other greenhouse gas emissions caused by air, ocean, rail, or trucking shipments expressed as a carbon dioxide equivalent in metric tonnes of CO2e (TCO2e).

1.5 Calculation Methodology. "Calculation Methodology" shall mean the internal methods used by Flexport to calculate Carbon Emissions, which may be modified from time to time at Flexport’s sole discretion.

1.6 Carbon Offset. "Carbon Offset" shall mean a reduction or prevention in emissions of carbon dioxide or other greenhouse gases used to compensate for Carbon Emissions made elsewhere (such as via transportation associated with freight shipments). Carbon Offsets are typically effectuated via the support of forestry or renewable energy projects.

1.7 Platform. "Platform" shall mean Flexport’s Logistic Software and applications, Flexport’s Freight Client Platform, Flexport’s Client App including reports and analytics, Flexport’s Origin App, or any other digital services that may be made available to Customer or partners via the Internet and Flexport’s website at www.flexport.com (the “Website”), or other electronic means, including APIs, and any software and Application Data provided by Flexport in connection with such services.

1.8 User Content. "User Content" shall mean all content, data and materials selected and provided by Customer to Company in electronic or hard copy formats and/or entered by Customer into the Services or Platform. Notwithstanding anything to the contrary herein, all specific User Content shall be considered Confidential Information of Customer and shall not be shared, disclosed, or used by Flexport except as noted in Sections 5 and 12 of these Terms and Conditions.

1.9 Application Data. "Application Data" shall mean any data associated with or related to the Services provided by Flexport to Customer (excluding any Customer Shipment Data or any other data managed by Company on behalf of other customers or with other services or offerings not included in the Services). Notwithstanding anything to the contrary herein, all Application Data shall be considered Confidential Information of Company.

1.10 Customer Shipment Data. "Customer Shipment Data" shall mean any User Content provided by Customer to Flexport for the purpose of facilitating participation in its Carbon Programs including, but not limited to: (i) data associated with any shipments of Customer; and (ii) data on general shipment practices or procedures of Customer.

1.11 Confidential Information. "Confidential Information" shall mean, with respect to a Party hereto, (a) the terms and conditions or any other agreement executed between the parties, (b) all nonpublic information concerning the business, technology, products, services, internal structure and strategies of the disclosing Party, specifically including, without limitation, software, documentation, end-user materials, Intellectual Property Rights, proposals, designs, concepts, methodologies, inventions, source or object code, developments, research, programs, databases, referral sources, customers, prospective customers, inventions, developments, "know-how," procedures, financial information or licensing policies, and (c) any other information clearly labeled by the disclosing Party in writing as "confidential" prior to its disclosure, otherwise deemed as Confidential Information under these Terms, or which should be known or understood to be confidential or proprietary by an individual exercising reasonable commercial judgment under the circumstances. The following information will not be considered Confidential Information: (i) information which was in the public domain prior to its disclosure; (ii) information which becomes part of the public domain by any means other than through violation of these Terms; (iii) information independently developed by the receiving Party without reference to the disclosing Party's Confidential Information, or (iv) information received from a third party not under any obligations of confidentiality.

2. CARBON EMISSIONS CALCULATION

2.1 Calculation via the Platform. Flexport provides automatic calculation of Carbon Emissions for all shipments that are managed via the Platform. The Carbon Emissions are calculated according to the Calculation Methodology and are displayed and made available to Customer via the Platform.

2.2 Calculation of Shipments Outside of the Platform. In addition to automatic calculation of shipments managed via our Platform, Flexport may, at its discretion, also provide calculation for shipments managed outside of the Platform. All such calculations will require Customer to provide Customer Shipment Data to Flexport, either directly or via channels in the Platform (including APIs if applicable), that contains all necessary information for the calculation to be completed (as determined by Flexport at its discretion). Such necessary information will typically include (at a minimum): (i) shipment weight, (ii) origin and destination information (varying by mode of transport); and (iii) mode of transportation.

2.3 No Warranty. Flexport makes no express or implied warranties in connection with the carbon calculation and the Carbon Methodology except that Flexport shall take reasonable steps to ensure that all calculations are reasonably accurate based upon the information (both type and quantity) provided to Flexport. Customer understands that carbon calculations typically provide only emission estimates and that as a result the accuracy of any calculation cannot be promised or guaranteed.

3. CARBON ANALYSIS AND REDUCTION CONSULTING

3.1 Carbon Analysis. Upon request, Flexport will work with Customer to analyze Customer’s broader Carbon Emissions footprint and advise on potential options to decrease the levels of Carbon Emissions created. The level of detail in the guidance provided will vary depending upon the amount of Customer Shipment Data and other relevant information that is provided to Flexport by Customer.

3.2 No Warranty. Flexport makes no express or implied warranties in connection with the Carbon Analysis. Nothing in any guidance provided to Customer shall be construed as a promise or guarantee about the outcome of any proposed change to Customer’s carbon footprint and Flexport’s advice and comments are non-binding expressions of opinion.

4. CARBON OFFSET PROGRAM

4.1 Carbon Offset Program. Flexport offers to Customer the opportunity to have the Carbon Emissions for their shipments offset. The Carbon Offset program consists of Flexport providing a calculation of Carbon Emissions to Customer based on the information provided to Flexport by the Customer (either via the Platform or directly) and then offsetting an equal amount of CO2e via a Flexport.org preferred partner (the “Carbon Offset Partner”) who will provide Carbon Offsets for a fee (the “Carbon Offset Fee”). The Carbon Offset Fee is based upon the amount of Carbon Emissions that are to be offset and will be added to any invoices Customer receives for shipments via the Platform after they are enrolled in the program. The Carbon Offsets will then be applied to applicable forestry, renewable energy, or otherwise qualified projects that the Carbon Offset Partner is involved with. Customer acknowledges that: i) Flexport has no direct control over the method in which the Carbon Offsets will be provided or deployed by the Carbon Offset Partner; ii) neither Flexport nor the Carbon Offset Partner can guarantee that Carbon Offsets will be applied to any particular project; and iii) a small portion of the Carbon Offset Fee may be used by the Carbon Offset Partner to cover administrative expenses at their discretion.

4.2 Enrollment. Customer may sign up for the Carbon Offset program either by contacting the Flexport.org team at carbon@flexport.com or by enrolling in the Carbon Offset program via their account in the Platform. Enrollment can be cancelled at any time and upon doing so Customer will no longer be charged the Carbon Offset Fee for future shipments. Cancelling enrollment will not have any retroactive effect on shipments finalized before such cancellation.

4.3 Reporting. Flexport and/or the Carbon Offset Partner will provide reasonable documentation that demonstrates that the expected quantity of Carbon Emissions as documented in the carbon calculation have been reduced or sequestered via a Carbon Offset. In addition, if applicable the Carbon Offset Partner will provide a report to Customer which may be used by Customer for tax purposes.

4.4 Carbon Neutral Shipments. Certain shipments provided by Flexport may be provided as carbon neutral shipments (shipments where Carbon Offsets are already included at no charge). To the extent that Customer engages in these types of shipments, Customer will not be charged a Carbon Offset Fee for such shipments regardless of their enrollment status in the Carbon Offset program.

5. Use of Customer Shipment Data and User Content.

In connection with participation in any elements of the Carbon Program or the Services, Customer may choose to share Customer Shipment Data or User Content with Flexport in order for Flexport to provide the Carbon Program services to Customer (either via the Platform, via electronic email, or via any other manner). Customer grants Flexport a worldwide, royalty-free, and non-exclusive license: i) to use, reproduce, modify, adapt, and publish the Customer Shipment Data and User Content for the purpose of providing the Carbon Program services contemplated in these Terms and Conditions; and ii) to use such Customer Shipment Data and User Content for such purposes that may be contemplated by Flexport's Software Terms and Conditions and Privacy Policy.

6. DISCLAIMER.

CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND THAT YOUR USE OF THE FOREGOING IS AT YOUR SOLE RISK. FLEXPORT DOES NOT WARRANT: (I) THAT THE SERVICES MEET YOUR SPECIFIC REQUIREMENTS, (II) THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL THAT CUSTOMER OBTAINS THROUGH THE SERVICES WILL MEET CUSTOMER'S EXPECTATIONS, OR (V) THAT ANY ERRORS IN THE SERVICES WILL BE CORRECTED. COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

7. INTELLECTUAL PROPERTY & TRADEMARKS

7.1 Flexport owns all rights, title and interest in and to the Platform, and all Intellectual Property Rights therein. The look and feel of the Platform, including but not limited to any custom graphics, button icons, and scripts are also the property of Flexport, and Customer may not copy, imitate, or use them, in whole or in part, without Flexport's prior written consent. Flexport reserves all rights not expressly granted to Customer in these Terms, and Flexport does not grant any licenses to Customer or to any other party under these Terms, whether by implication, estoppel or otherwise, except as expressly set forth herein.

7.2 Customer acknowledges and agrees that any Flexport names, trademarks, service marks, logos, trade dress, or other branding included on the Website or Platform are owned by Flexport, unless otherwise noted, and may not be copied, imitated, or used (in whole or in part) without Flexport's prior written consent. All other trademarks, names, or logos referenced on the Website or the Platform as "Third-Party Trademarks" are the property of their respective owners, and the use of such Third-Party Trademarks inure to the benefit of their respective owners.

8. INDEMNIFICATION

8.1 Indemnification by Flexport. Flexport shall defend, indemnify and hold harmless Customer and its officers, directors, employees, agents, and representatives from and against any action, cause, claim, damage, debt, demand, or liability, including reasonable costs and attorney's fees, asserted by any third party alleging infringement by the Services of any valid and issued U.S. patent, copyright, trademark or trade secret of such third party.

8.2 Indemnification by Customer. To the fullest extent possible under applicable laws Customer shall defend, indemnify and hold harmless Flexport and its subsidiaries, officers, employees, agents, and representatives from and against any action, cause, claim, damage, debt, demand, or liability, including reasonable costs and attorney's fees, asserted by any third party arising out of or relating to: (a) these Terms and Conditions or Customer's representations, warranties or obligations hereunder; (b) Customer's use of the Services; (c) any unacceptable use of the Services by Customer including, without limitation, any statement, data or content made, transmitted or republished by Customer which is prohibited under applicable law or by these Terms and Conditions; (d) any intentional or negligent act or omission of Customer; and (e) Customer's violation of any third-party rights, including, without limitation, any intellectual property or privacy right.

9. Limitation of Liability.

In no event will Flexport be liable to Customer or to any third party for any loss of profits, loss of use, loss of revenue, loss of goodwill, interruption of business, loss of data, or any indirect, special, incidental, exemplary, punitive, or consequential damages of any kind arising out of, or in connection with these terms or Customer's use (or inability to use) any part of the Website or Services, whether in contract, tort, strict liability or otherwise, even if we have been advised or are otherwise aware of the possibility of such damages.

10. Links to Third-Party Websites or Resources.

The Services may contain links to third-party websites or resources. Flexport provides these links only as a convenience and is not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. Customer acknowledges sole responsibility for, and assume all risk arising from, Customer’s use of any third-party websites or resources.

11. CHANGES TO TERMS AND CONDITIONS

11.1 Flexport reserves the right to change or modify these Terms, or any of our other policies or guidelines, at any time. Flexport will provide notice by posting the updated Terms on Flexport’s Website and revising the date at the bottom of these Terms and Conditions. Any changes or modifications will be effective from the day these Terms have been published at www.flexport.com/terms. You acknowledge that your continued use of the Services following such notice constitutes your acceptance of the modified Terms.

11.2 Flexport reserves the right — at any time, and without notice or liability to you — to modify the Services, or any part of them, temporarily or permanently. Including but not limited to the costs or prices charged for the Services. Flexport may modify the Services for a variety of reasons, including, without limitation, for the purpose of providing new features, implementing new protocols, maintaining compatibility with emerging standards, or complying with regulatory requirements.

12. Privacy Policy.

Flexport will process all personal information in accordance with its privacy policy available at www.flexport.com/privacy. By using the Services, you consent to our collection, use, and disclosure of information as set forth in our privacy policy. We may update that policy from time to time.

13. Governing Law; Consent to Jurisdiction and Venue.

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of California, without giving consideration to conflict of law principles. Customer and Flexport (a) irrevocably consent to the jurisdiction of the United States District Court and the State courts of California; (b) agree that any action relating to the Services shall only be brought in said courts;(c) consent to the exercise of in personam jurisdiction by said courts over it, and (d) further agree that any action to enforce a judgment may be instituted in any jurisdiction.

14. GENERAL

14.1 No Waiver. The failure of Flexport to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision and shall not guarantee that Flexport will repeat any such actions in the future.

14.2 Severability. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give appropriately valid effect to the intention of these Terms as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.

14.3 Assignment. This Agreement and any rights granted to Customer under these Terms may not be transferred or assigned by Customer, in whole or in part, whether voluntarily, by operation of law, or otherwise, without our prior written consent and any such attempted assignment or transfer shall be null and void. Subject to the foregoing, these Terms will enure to the benefit of and be binding upon the respective successors and permitted assigns of Customer and Company. These Terms may be assigned or novated by Company at Company’s sole discretion.

[Revised 5-7-20]