Terms and Conditions

LAKLARA dba FBA4YOU

TRANSPORTATION AND LOGISTICS AGREEMENT

This Transportation and Logistics Agreement (“Agreement”) is made and entered into by and between “Shipper” and Laklara, Inc. dba fba4you, a Washington corporation (“Company”). Shipper and Company are sometimes referred to herein solely as a “Party,” or collectively as the “Parties.”

WHEREAS, Shipper requires certain services for the movement of goods from Asia to the select destinations in the U.S. including logistics, marine movement, truck transportation, warehousing, and/or deliveries;

WHEREAS, Company (or its subsidiary or contractor) is engaged in the business of transporting goods from South Korea and providing related logistics services and expertise with respect to such transportation;

WHEREAS, Shipper desires to use Company’s Services (defined in Section 1) and expertise, and Company desires to provide such Services and expertise to Shipper

WHEREAS, unless otherwise defined, certain capitalized terms used in this Agreement are defined in Section 24.

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, the Parties hereto, intending to be legally bound, hereby agree as follows:

1. SERVICE

By checking one or more the appropriate box(es)Details of Service, in Exhibit A Shipper requests Company to provide, and Company agrees to provide, the selected services and related activities (collectively, “Services”) subject to the terms and conditions stated in this Agreement. The Services are subject to certain Rules and Policies in Exhibit D, which Company may in its sole discretion update by sending notices to Shipper; provided that such notices may be made by posting the same on Company’s Website or notice page of its App.

2. TERM

The term of this Agreement shall become effective on the date hereof and terminate upon the completion of the Services contracted hereof, unless otherwise expressly specified in this Agreement or terminated earlier by mutual written agreement between the Parties. Termination or expiration of this Agreement will not relieve any Party from any obligation accruing, or accrued, prior to the date of such termination, and notwithstanding any such termination or expiration each Party will continue to be bound by the provisions of this Agreement that reasonably require some action or forbearance after such termination or expiration, including those related to confidentiality, indemnities, addresses for giving notice, governing law and audit rights.

3. RECEIPT & DELIVERY OF GOODS

With respect to any specific Services to be provided hereunder, Company’s obligations hereunder shall be contingent upon the execution and delivery by both Parties of one or more Details of Services substantially in the form attached as Exhibit A (each, a “Details of Services”).

Pursuant to the terms of each effective Details of Services, Company shall, load, unload, handle and transport (including services by truck, air and marine transportation) goods from the applicable Originating Port(s) (defined in Exhibit A) to the applicable Destination Port, applicable Amazon® Fulfillment Center (“AFC”) or the address of individual customer (collectively, “Delivery Point(s)”) as may be tendered for transportation by or on behalf of Shipper. Company shall provide (or shall cause to be provided) the proper and necessary equipment to perform Services under this Agreement and each applicable Details of Services.

4. FACILITY (or CONTAINER) ACCESS

In connection with Company (or its Affiliate or contractor) performing Services hereunder, Shipper shall provide Company (or its Affiliate or contractor) with any necessary access to facilities or container belonging to Shipper, its Affiliates and/or the facilities or containers of third parties. Company shall cause its employees or agents to comply with all the terms, provisions, rules, regulations and instructions supplied by the owner or operator of any such facility or container in the loading, unloading or transportation of goods or its equipment. Each Party agrees that its agents and employees will comply with all known safety regulations of the other when such agents or employees are on the premises of the other in connection with the performance of this Agreement. Shipper shall have no liability or responsibility for delay, detention, or demurrage; provided, however, that if delay, detention, or demurrage is incurred at loading as a result of the acts or omissions of Shipper or its Affiliate, Shipper will pay Company the actual, out-of-pocket demurrage charges incurred by Company.

5. PERMITS/COMPLIANCE WITH LAWS

Company shall be responsible for securing, at Company’s cost, any permits and operating authorities’ consents necessary for the Services provided by or on behalf of Company hereunder. Each Party agrees to comply with all Applicable Laws. Each Party agrees that all financial settlements, billings and reports rendered to the other Party as provided for in this Agreement will, to the best of its knowledge, reflect properly the facts about all activities and transactions related to this Agreement.

6. MEASUREMENT

6.1 To the extent the services provided to Shipper hereunder involve the measurement of goods, Company warrants to Shipper that Company’s activities related to the measurement of goods hereunder, whether involving measurements of goods purchased by Shipper at the “lease level” or otherwise, shall be conducted: (i) in a manner that results in accurate measurements; (ii) in accordance with applicable industry standards or, to the extent Shipper notifies Company of same, in accordance with other standards specifically agreed to by Shipper and the lease operator or other seller of the goods in question; and (iii) in accordance with all applicable laws, regulations and other governmental requirements. Ticket, manifest, and invoice quantity shall be based on applicable international measurement procedures. Each Party, upon such Party’s reasonable request, shall be entitled to review, audit or otherwise monitor the other Party’s measurement activities hereunder and any documents relating thereto, and each Party agrees to reasonably cooperate with the requesting Party in the course of any such review, audit or monitoring.

6.2 When the Services requested include short-term warehousing, Company will prepare a list of items warehoused (the “Warehousing List”) and will do so on the basis of the packing list for the goods. Shipper shall provide Company with (i) information concerning the goods that is accurate, complete, and sufficient for Company to comply with all laws and regulations concerning the storage, handling, processing and transportation of the goods; (ii) if necessary, furnish at or prior to tender of the goods for storage written instructions listing any special storage instructions such as categories of goods, brands or sizes to be separately kept and accounted for, and the types of storage. In the event that the goods tendered for storage do not conform to the description provided by Shipper, Company may (i) refuse to accept any goods for storage or provide the warehousing Services or (ii) provide warehousing Services with additional fees. Company will not be responsible or liable for any shortage of the actual amount of goods from the amount of the goods listed on the Warehousing List.  In the event of any surplus of the actual amount of goods over the amount of the goods listed on the Warehousing List, Company may notify Shipper and continue to provide warehousing Services for any surplus goods remaining with Company’s warehouse, which shall be subject to continuing fees for such warehousing.

6.3 Shipper shall provide the goods to Company with properly marked and packaged condition so the goods to be easily identifiable to Company.

7. TITLE & LOSSES

Title to the goods tendered by or on behalf of Shipper to Company for Services will remain with Shipper at all times, subject to any lien created under Applicable Law. Company may, in its sole but reasonable discretion, reject any goods, when made available to Company for Services by or on behalf of Shipper, which may be involved in litigation, the title of which may be in dispute, or which may be encumbered by a lien or charge of any kind (except for customary encumbrances arising under a joint operating agreement or Applicable Law), and Company may require that Shipper either provide (i) satisfactory evidence of Shipper’s good, marketable and unencumbered title (other than customary encumbrances arising under a joint operating agreement or Applicable Laws, or any lien created under any obligation of Shipper for borrowed money), or (ii) a reasonably satisfactory indemnity bond to protect Company.

8. INVOICING & PAYMENT OBLIGATION

8.1 Exhibit B (Rates and Total Fees) sets forth the applicable rates that Shipper shall be charged for the Services provided by Company hereunder as of the date hereof, except to the extent set forth to the contrary in any applicable Details of Services. Prior to the commencement of any of the Services, Company shall deliver to Shipper, by email or facsimile, an invoice for the Services to be rendered. Shipper shall pay each invoice within 24 hours of such invoice was delivered to Shipper or by any date and time requested for the commencement of any of the Services, whichever is sooner. If the due date for payment falls on a Saturday or a Washington bank holiday other than a Monday, payment shall be due on the immediately preceding Washington banking day. If the due date for payment falls on a Sunday or Monday Washington bank holiday, payment shall be due on the next succeeding Washington banking day. Company may in its sole discretion provide a Web-based or App-based method of payments for the Services.

8.2 To the extent timely notified to Shipper, Company shall have the sole discretion in selecting and using methods of invoicing for the Services to Shipper, including by means of posting or otherwise availing for viewing and downloading invoices for the Services on its Website or App accessible by Shipper, which shall be subject to Company’s terms for use of the Website and/or App.  Shipper shall pay each invoice within _______ days of such invoice was delivered to Shipper.

8.3 For the Cross-Ocean Services, Company will invoice Shipper promptly after the goods clear the U.S. Customs; provided that in case the Service includes clearing the goods through the U.S. Customs, the invoice shall include any customs duties levied thereon. For Services that include warehousing and/or trucking of any duration or distance, Company will invoice Shipper on the last day of each month during which any Service is rendered for Shipper.

8.4 If the due date for payment falls on a Saturday or a Washington bank holiday other than a Monday, payment shall be due on the immediately preceding Washington banking day. If the due date for payment falls on a Sunday or Monday Washington bank holiday, payment shall be due on the next succeeding Washington banking day.  Notwithstanding the foregoing, Company may delay the completion of the Service until it confirms the receipt of the payment by Shipper.

9. INSURANCE & TAXES

9.1 Company shall maintain (or cause to be maintained) insurance as required by Applicable Law. During the term of this Agreement, any taxes assessed by any governmental authority upon or as a result of the ownership, loading, unloading, transportation or delivery of any of Shipper’s goods or the Services provided by Company to Shipper hereunder, shall be borne and paid by Shipper, except to the extent any such taxes are required under applicable law to be paid by Company, in which case, such taxes shall be paid by Company and reimbursed by Shipper. The above notwithstanding, Company shall remain liable for and Shipper shall have no obligation to reimburse Company for (a) any taxes imposed on or calculated based upon net profits, gross or net income, profit margin or gross receipts of Company, (b) any taxes measured by capital value or net worth of Company, or (c) any ad valorem or personal property taxes on the equipment used by Company in performing the Services hereunder.

9.2 Company will not provide additional insurance for any goods that Company delivers from the warehouse unless Shipper makes requests for additional insurance.  In the event that the goods that Company arranges the delivery thereof are lost or damaged during the delivery, Company shall not be liable or responsible and Shipper shall seek remedies solely from the delivery company that delivered the goods; provided that Company will file claims against the delivery company and handle matters related to such claims.  In the event that Company files a claim against a delivery company for any losses or damages to goods, Shipper shall not interfere with Company’s undertaking of the filing of the claim and the subsequent processing thereof; provided that Company shall reasonably frequently update the status of the claim and shall promptly remit all recovered compensations to Shipper subject to and less any set-off amounts due to Company or any other applicable deductions to the extent Company provides a written statement for such set-offs or other deductions.

10. RELATIONSHIP OF THE PARTIES

In the performance of any Services hereunder, Company conclusively shall be deemed an independent contractor, with the right and authority to direct and control all work being performed by the employees, contractors, agents or representatives of Company. Company shall be permitted to engage owner-operators and subcontractors to perform all or a portion of the Services hereunder. Any such owner-operator and subcontractor shall for purposes of this Agreement be considered to be acting on behalf of and as an agent for Company at all times in connection with this Agreement. Company is responsible for ensuring all owner-operators and subcontractors are compliant with all terms and conditions of this Agreement. All costs incurred in Company’s performance of the Agreement including payroll, fuel, tolls, and depreciation shall be borne by Company. If applicable, Shipper shall provide coordinates of load origination and unload destination and Company shall determine routing and resulting transit mileage. Shipper shall be responsible for all obligations and liabilities for the payment of all persons due any proceeds derived from Shipper’s goods transported under this Agreement, including, without limitation, royalties, overriding royalties and similar interests.

11. INDEMNIFICATION; LIMITATION OF LIABILITY

 11.1 Except as otherwise expressly provided in this Agreement (including elsewhere in this Section 11), each Party (the “Indemnifying Party”) will be responsible for, and will release, indemnify, defend, and hold harmless the other Party (the “Indemnified Party”) and its Indemnified Group from and against any and all Losses based on the personal injury or death of any person or damage to property to the extent caused by or resulting from the negligence, gross negligence, or willful misconduct on the part of the Indemnifying Party, its employees, agents, or contractors in the performance of its obligations under this Agreement.

11.2 Notwithstanding anything to the contrary in this Agreement, each Party’s liability for Losses hereunder is limited to direct, actual damages only, and no Party or its Group shall be liable to any Person for specific performance, consequential damages, indirect damages, incidental damages, exemplary damages, or special damages, loss of profits, loss of product or production, business interruptions, or punitive damages arising out of or resulting from this Agreement (including from the performance, suspension of performance, failure to perform, or termination of the services contemplated hereby), even if caused in whole or in part by the negligence, fault, or strict liability of a Party or its employees, agents, or contractors. CARRIER SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED OR EXPRESS WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11.3 Notwithstanding anything in this Agreement to the contrary, Company in possession of goods shall not be liable for any loss thereof, damage thereto, or delay, in each case, caused by Force Majeure, any fault of Shipper, or from any other cause not attributable to the negligence of Company.

11.4 Any liability associated with contaminated, non-conforming or hazardous goods or disposal of any contaminated, non-conforming or hazardous goods shall be borne solely by Shipper. Company’s acceptance of, or failure to reject, goods tendered for services at any Originating Port shall not be deemed to be a waiver by Company of Shipper’s obligations or liability regarding compliance with the provisions of this Agreement. If, upon investigation, Company determines that any goods delivered by or on behalf of Shipper does not conform to the requisite quality specifications, or if the goods delivered by or on behalf of Shipper contains contaminated or hazardous substances, which (in Company’s opinion) may materially affect the quality of goods or Company’s operations (including providing any Service to any other shipper), Shipper will be liable for the cost of Company’s investigation in addition to other remedies specified in this Agreement.

12. FORCE MAJEURE

12.1 Neither Party shall be liable to the other Party for failure to perform any of its obligations under this Agreement, except the obligation to make monetary payments due hereunder or each Party’s indemnification obligations as set forth in this Agreement, to the extent such performance is hindered, delayed, or prevented by Force Majeure. “Force Majeure” shall mean causes, conditions, events, or circumstances affecting either Party, either Party’s facilities, upstream facilities or transporters, or downstream facilities (such as ports) or transporters, which are beyond the reasonable control of the Party claiming Force Majeure. Such causes, conditions, events, and circumstances shall include acts of God, wars (declared or undeclared), insurrections, hostilities, strikes, lockouts, riots, floods, fires, storms, storm warnings, industrial or labor disturbances, acts of the public enemy, acts of terrorism, local or national disruptions to transportation networks or operations, sabotage, blockades, insurrections, epidemics, landslides, lightning, earthquakes, washouts, arrests and restraints of rulers and peoples, civil disturbances, fuel shortages, explosions, breakage or accidents to machinery or lines of electricity, hydrate obstruction or blockages of any kind of lines of pipe, adverse operating conditions on any Party’s facilities or on any upstream or downstream facilities, repairs, improvements, replacement of or alterations to warehouses or related facilities, inability of either Party to obtain necessary transportation means, machinery, materials, permits, easements or rights-of-way on reasonable terms, freezing of a well or delivery facility, the act of any Governmental Authority prohibiting a Party from discharging its obligations under this Agreement or resulting in diminutions in service and conduct. Inability of a Party to be profitable or to secure funds, arrange bank loans or other financing, obtain credit or (other than for reasons of Force Majeure) have adequate capacity on downstream facilities or transporters shall not be regarded as an event of Force Majeure.

12.2 If by reason of Force Majeure either Party is rendered unable, wholly or in part, to carry out its obligations under this Agreement, it is agreed that upon such Party giving notice in full particulars of such Force Majeure in writing or by other electronic means to the other Party within a reasonable time after the occurrence of the cause relied on, the Party giving such notice, so far as and to the extent that it is affected by such Force Majeure, will not be liable in damages during the continuance of any inability so caused, but for no longer period, and such cause will so far as possible be remedied with all reasonable dispatch.

12.3 A Party claiming Force Majeure shall use commercially reasonable efforts to remove the cause, condition, event, or circumstance of such Force Majeure, shall promptly give written notice to the other Party of the termination of such Force Majeure, and shall resume performance of any suspended obligation as soon as reasonably possible after termination of such Force Majeure. The foregoing sentence shall not require the settlement of strikes, lockouts, or other labor difficulty by the Party claiming Force Majeure.

13. NOTICE OF CLAIMS

Except as may be otherwise expressly provided herein, as a condition precedent to recovery from Company for loss, damage, or delay to shipments, any claim must be filed in writing with Company within three (3) months after delivery of the goods, or, in case of failure to make delivery, then within six (6) months after a reasonable time for delivery has elapsed (or, in each case, if longer, nine months after Shipper discovered, or after the exercise of reasonable diligence should have discovered, such loss, damage or delay); and any suit arising out of any such claim shall be instituted against Company within one year from the day when notice in writing is given by Company to the claimant that Company has disallowed the claim or any part or parts thereof specified in the notice. Where any claim is not filed or any suit is not instituted thereon in accordance with the foregoing provisions, Company shall not be liable therefor and such claim will not be paid.

14. LIMITED LICENSE TO ACCESS WEBSITE OR APP FOR INFORMATION

14.1 Unless otherwise explicitly agreed in a separate writing, Company may in its sole discretion send notices, invoices, updates or other communications to Shipper solely by posting or making available for viewing and downloading at Company’s Website or App page(s).  Shipper acknowledges that it is given sufficient notice as to the foregoing method of communications by Company to Shipper.  Shipper agrees to access to all notices, invoices, updates or other communications using the account ID and password

14.2 For free, Company will provide Shipper with an account on, and the limited license to access and view, Company’s website or an App accessible using unique customer id and password for the sole and exclusive purpose of informing Shipper of the status of its goods in transit during the process of Services or accessing invoices, other notices and communications that Company generates and posts for the intended Shipper. Such license shall not be sublicensable for any purposes whatsoever and shall automatically terminate upon the completion of Services and shall be subject to further terms of use and privacy policies (see Exhibit E, Additional Terms of Use), which Company may in its sole discretion issue, modify and update from time to time. Company may terminate the foregoing license prior to the completion of the Services if Shipper uses the website or the App for any other purposes whether intentional, accidental or otherwise.  Company shall have the sole discretion to update and modify the website and the App and any data included therein in any way at any time with or without notice.  Company may collect data relating to Shipper and Shipper’s use of the website and the App subject to any applicable notices to be posted within the website or the App. Notwithstanding the foregoing, Company makes no warranties as to the functionality of the website or App at any time or no time or the accuracy or timeliness of the information provided thereby.  Shipper accepts the foregoing license and agrees to access and use the website or App subject to the foregoing and as is and agrees that it shall have no claims or remedies for any non-functionality, unavailability or inaccuracy of the website or the App and any information displayed therein.

15. ENTIRE AGREEMENT

This Agreement together with the exhibits and invoices constitutes the complete and entire agreement between the Parties and incorporates all of their prior negotiations, discussions and understandings with respect to the subject matter herein. Although there may be other written contracts between the Parties, there are no private understandings or side agreements between the Parties relating to their respective rights and duties under this Agreement. This Agreement may be executed by the Parties in separate counterparts and all such counterparts shall together constitute one and the same instrument. In the event that any signature is delivered by a Web- or App-based means or by e-mail or facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or the Party on whose behalf the signature is executed) the same with the same force and effect as if such e-mail or facsimile signature page were an original thereof.

16. ASSIGNMENT

This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties; provided that neither this Agreement, nor any interest therein, shall be assigned, transferred, or conveyed by Shipper, in whole or in part, without the prior written consent of Company, which consent shall not be unreasonably withheld, conditioned or delayed. Any purported assignment in violation of the foregoing shall be null and void.

17. RULES & CLASSIFICATIONS

All Services provided hereunder shall be governed by and subject to Rules & Policies listed in Exhibit D and also subject to Applicable Law. To the extent permitted by Applicable Law, in the event of a conflict between the terms, conditions and provision of any bill of lading or Applicable Law and this Agreement, the terms of this Agreement shall govern.

18. CONFIDENTIALITY; RESTRICTIVE COVENANTS

The Parties agree that any confidential, proprietary or non-public material information communicated to or received by a Party from the other Party in connection herewith (including any information on Exhibits and information related thereto or derived therefrom) is confidential (with respect to such receiving Party, “Confidential Information”) and each receiving Party shall (i) hold such Confidential Information in confidence, exercising a degree of care not less than the care used by each respective Party to protect its own proprietary or confidential information, (ii) restrict disclosure of such Confidential Information solely to those of its and its affiliates’ directors, officers, employees, contractors, legal advisors and consultants with a “need to know” and not to disclose it to any other Person, (iii) advise those Persons to whom such Confidential Information is disclosed of their confidentiality and use obligations hereunder, and (iv) use such Confidential Information for the sole purpose of meeting obligations contained herein; provided, however, that either Party or its affiliates may make any public disclosure that it believes in good faith is required by applicable law or any listing or trading agreement applicable to or concerning it or its affiliates or to any of their publicly traded securities. The Parties acknowledge that in the event of an unauthorized disclosure, the damages incurred by a Party due to the disclosure may be difficult to ascertain, and that such damaged Party may seek injunctive relief as well as monetary damages against a Party that breaches this Agreement and causes such damages. In the event of a conflict between this Agreement and the terms of any confidentiality agreement or other similar agreement between the Parties, the terms, conditions and provisions of this Agreement related to confidentiality or nondisclosure shall control. The provisions of this section shall survive the expiration or termination of this Agreement.

Shipper agrees that the restrictions on its activities contemplated by the foregoing are reasonable in light of the commercial relationship Shipper has with Company, and Shipper’s access to the Confidential Information of Company.

19. CHOICE OF LAW; JURISDICTION; VENUE

This Agreement shall be governed by and interpreted in accordance with the laws of the State of California (without regard to any principles of conflicts of laws which would direct application of the substantive laws of another jurisdiction). In the event of a dispute over the meaning or application of this Agreement, it shall be construed fairly and reasonably and neither more strongly for nor against any Party.

Any actions arising out of this Agreement shall be brought before the federal or state district court in the State of California, located nearest to the then address of Company and no other places.  The Parties expressly waives any defense based on lack of personal jurisdiction, venue, inconvenient forum.

20. ADDITIONAL TERMS

No waiver by either party hereto of a breach of an obligation owed hereunder by the other party shall be construed as a waiver of any other breach, whether of the same or a different nature. Any provision hereof which is legally unenforceable shall be ineffective only to the extent of such unenforceability without thereby invalidating the remaining provisions hereof or affecting the validity of enforceability of this Agreement as a whole. This Agreement shall not be modified or amended except by written instrument duly executed by officers or other duly authorized representatives of the respective parties. Any notice required under this Agreement must be in writing and shall be effective upon receipt or refusal of delivery service to the party’s business address as set forth in this Agreement.

21. REPRESENTATIONS AND WARRANTIES

Shipper represents and warrants to Company as follows:(a) the execution, delivery and performance of this Agreement and all documents required to be executed and delivered by Shipper in connection herewith, and the performance of the transactions contemplated hereby and thereby, have been duly and validly authorized; (b) this Agreement has been duly executed and delivered by or on behalf of Shipper (and all documents required hereunder to be executed and delivered by Shipper in connection herewith will be duly executed and delivered by Shipper) and this Agreement (assuming that this Agreement constitutes the legal, valid and binding obligation of Company) constitutes, and at the time of their execution such documents will constitute, the valid and binding obligations of Shipper, enforceable in accordance with their terms except as such enforceability may be limited by applicable bankruptcy or other similar laws affecting the rights and remedies of creditors generally, as well as by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (c) the execution, delivery and performance of this Agreement and all documents required to be executed and delivered by Shipper and the transactions contemplated herein and therein, will not (i) violate any provision of the organizational documents of Shipper, (ii) result in default (with due notice or lapse of time or both) or the creation of any lien, encumbrance or adverse claim or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, license or agreement to which Shipper is a party, (iii) violate any judgment, order, ruling or decree applicable to Shipper as a party in interest, or (iv) violate any laws applicable to Shipper.

The representations and warranties in this Section 21 shall survive the execution, delivery, and performance of this Agreement.

22. SEVERABILITY

Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but, if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision or portion of any provision in such jurisdiction applying such law, and this Agreement shall be reformed, construed and enforced in such jurisdiction in such manner as will effect as nearly as lawfully possible the purposes and intent of such invalid, illegal or unenforceable provision.

23. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF SHIPPER

Except to the extent disclosed in Exhibit C (Dangerous Goods), Shipper hereby represents and warrants that goods for which it requests any Service shall be entirely free and devoid of any materials, ingredients, organic or inorganic matters, or components, which (i) are prohibited under any Applicable Law for transportation, importation, exportation, shipping, handling, loading, unloading, warehousing or storage or (ii) are otherwise harmful or dangerous to any vessels, persons, bodies, properties, or environments under any circumstances.

24. CERTAIN DEFINED TERMS

The following terms shall have the following meanings in this Agreement:

“Affiliate” means, with respect to any relevant Person, any other Person controlling, controlled by, or under common control with, such relevant Person, where “control” (and its derivatives) means the ability, directly or indirectly, through one or more intermediaries, to direct or cause the direction of the management and policies of such relevant Person, whether through the ownership or control of voting securities or interest, by contract, or otherwise.

“Applicable Law” means the laws, rules, regulations, decrees, and orders of the United States of America and all other Governmental Authorities having jurisdiction, whether such Laws now exist or hereafter come into effect.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any entity or administrative authority, agency, court, tribunal, commission, board or bureau exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to any nation or government.

“Indemnified Group” means, with respect to any Party in its capacity as an Indemnified Party, its officers, directors, employees, agents, contractors, subcontractors, and other representatives.

“Loss” means any loss, expense, liability, obligation, damage, demand, suit, sanction, claim, settlement, judgment, lien, civil fine, civil penalty, interest, or cost, of every kind and character (including reasonable fees and expenses of attorneys, technical experts, and expert witnesses reasonably incident to same).

“Person” means any individual or entity, including any corporation, limited liability company, partnership (general or limited), joint venture, agency, association, joint stock company, trust, organization, Governmental Authority, or other entity.

25. INTERPRETATION

The headings in this Agreement are for convenience of reference only and shall not control or affect the meaning or construction of any provisions hereof. When a reference is made in this Agreement to a Section, subsection, paragraph, clause, or exhibit or, such reference shall be to a Section, subsection, paragraph or clause of, or an Exhibit to, this Agreement unless otherwise indicated. Whenever the word “include,” “includes” or “including” is used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. All references to “$” or dollar amounts shall be to lawful currency of the United States of America. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to any Person are also to its permitted successors and assigns. Unless specifically provided for herein, the term “or” shall not be deemed to be exclusive. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”.