C.O.D Payment Options

Additional Product Disclosures and Terms and Conditions

C.O.D. Enhancement Services Terms and Conditions

C.O.D. DIRECT^® Terms and Conditions

C.O.D. AUTOMATIC^® Terms and Conditions

C.O.D. Secure Terms and Conditions

C.O.D. DELAYED DEPOSIT Terms and Conditions

C.O.D. Enhancement Services Terms and Conditions

UPS Capital Business Credit administers UPS Capital C.O.D. enhancement services. UPS Capital C.O.D. enhancement services are offered through UPS Capital Trade Protection Services, Inc. UPS Capital Trade Protections Services, Inc. is a wholly owned subsidiary of UPS Capital Business Credit. UPS Capital Corporation and its affiliates reserve the right to change or cancel any C.O.D. enhancement services program at any time. Each C.O.D. enhancement services program is governed by the applicable terms and conditions governing participation in that program and certain limitations and exclusions apply. Information contained in this web site information does not in any way alter, supplement or amend the applicable terms and conditions governing participation in any C.O.D. enhancement services program and is intended only as a brief summary of that program. The UPS C.O.D. charges, as set forth in the UPS rates in effect at the time of shipping, apply to each UPS C.O.D. package shipped. Some C.O.D. enhancement services may involve loans or the advancement of funds for anticipated C.O.D. receipts. Loans made in California are pursuant to a Department of Corporations California Finance Lenders License. C.O.D. enhancement services products may not be available in all jurisdictions and may be modified based on requirements. Check with your UPS Capital representative for local availability. Credit availability is subject to approval. C.O.D. Secure, C.O.D. Automatic and C.O.D. Direct are registered trademarks of United Parcel Service of America, Inc.

C.O.D. DIRECT^® Terms and Conditions

The following terms and conditions, as may be amended from time to time, including by the Applicable Terms Addendum (“ATA”) and any other applicable addenda hereto, (collectively, the “Terms and Conditions”) and the Enrollment and Authorization Form, as may be amended from time to time, that has been or will be delivered by you to us (the “Enrollment Form” and, together with these Terms and Conditions, the “Agreement”), shall govern your participation in the C.O.D. Direct Program (the “Program”) offered by UPS Capital Trade Protection Services, Inc. (“UPS Capital,” “we” or “us”). Unless otherwise specified herein, the words “you,” “your” and “yours” mean the Company enrolled in the Program and, unless otherwise defined herein, capitalized terms used herein have the meanings given to them in your Enrollment Form. UPS Capital, in its sole discretion, will determine whether you have been accepted as a participant in the Program and will notify you of its decision. Upon your acceptance in the Program, you and we agree as follows:

1. Program Description: Under the Program, we will deposit the checks or other non-cash remittances (collectively, “checks”) received by us from your consignees and then electronically transfer the check amounts, less our Service Fee and certain other amounts described in Section 3 below, to the bank account(s) you specify in the Enrollment Form or later add by submitting a Program Information Change (“PIC”) Form or new Enrollment Form to us (the “Company Bank Account”), generally within six (6) Banking Days of the date that the C.O.D. shipment was delivered and the check was received. You must ensure that the Company Bank Account is eligible for both ACH debits and credits (not blocked or a UPIC account). A Banking Day is defined as any day (other than Saturday or Sunday) on which your and our banks are open and accepting deposits. You must timely notify UPS^® if you have not received payment for a C.O.D. shipment that has been delivered. Please refer to the UPS Tariff/Terms and Conditions of Service, an electronic copy of which may be accessed at http://www.ups.com/content/us/en/service.html, (the “Terms”) for applicable notification and claim filing deadlines. You hereby acknowledge and agree that neither UPS^® or UPS Capital are responsible for inspecting checks for accuracy of check dates or any date restrictions that may be placed on a check. You further acknowledge and agree that neither UPS or UPS Capital shall be responsible for any penalty, fee or charge incurred by you or any of your consignees for the processing of a check before its date, or at any date after its date (even if more than six (6) months after its date) or as otherwise provided in any legend or memo placed on the check.

You agree to ship C.O.D. packages using the most recent version of WorldShip^® provided by UPS, WorldShip compatible software, or UPS approved Vendor or Host Manifesting system which transmits package level detail (PLD) electronically in a format acceptable to UPS. Only the UPS shipper numbers provided by you on the Enrollment Form for participation in C.O.D. Direct or later added by you submitting a PIC Form or new Enrollment Form to us will be included in the Program. You agree to provide any authorizations necessary for us to endorse and deposit the checks into a bank account established by us for purposes of the Program and to initiate credits and debits to your Company Bank Account from time to time, as provided herein. You agree to take reasonable measures to prevent and mitigate losses and disputes, including by establishing and adhering to clearly defined return policies. You understand and acknowledge that UPS Capital (1) may be advancing to you funds otherwise due to you from your consignees; (2) is not purchasing your accounts receivable or checks received from your consignees in payment of C.O.D. shipments; and (3) is not a depository institution; and that amounts deposited into UPS Capital’s bank account are not covered by FDIC insurance for the benefit of any Program participant.

2. Service Fees. The service fees for checks handled by us under the Program (individually and collectively, the “Service Fee”) are as set forth on the ATA, and may be amended by us from time to time upon 30 calendar days prior written notice to you; provided, however, that changes to the Service Fee that are in your favor (e.g., the reduction or elimination of a fee) may, in our sole discretion, take effect in less than 30 calendar days as provided in our notice to you. The Service Fee is separate from and independent of any fees or charges incurred by you in connection with one or more separate but related agreements between you and UPS for small package services, including COD delivery services.

3. Dishonored Checks/Payments Due to Us. If a check is dishonored, we will deduct the full amount of such dishonored check from your next remittance. The amount of all dishonored checks will be itemized on the Program statements we provide to you via email each weekday (other than on Federal holidays or weekdays when we are not open for business) that there is activity under the Program. Dishonored checks will be returned to you via U.S. Mail.

UPS Capital shall have full, unconditional recourse to you for non-payment of all amounts due to us as set forth in the Agreement and you agree to pay any and all such amounts due and owing to us according to the terms hereof. For the avoidance of any doubt, any liability for non-payment of amounts due hereunder shall be joint and several among all entities listed on the Enrollment Form and thus, parties to the Agreement. You hereby acknowledge and agree that all of your payment obligations hereunder shall be absolute, unconditional and, for the purpose of making payments hereunder, you hereby waive any right to assert any setoff, counterclaim or cross-claim for any reason including, but not limited to, shipping claims. You hereby waive presentment, demand, notice of dishonor, protests and all other notices whatsoever in connection with the enforcement of your payment obligations hereunder. In the event that there is any discrepancy between your records and ours regarding the amounts owed by you hereunder, our records shall be deemed correct and shall control absent manifest error. Any amounts which you are obligated to pay us under the Program (for example, when the amount of returned checks exceeds the value of C.O.D. checks collected, as reflected on your statement and including any obligations arising after cancellation of the Agreement) will be deducted from our remittances to you on subsequent days until the amounts owed to us are paid in full. If remittances are insufficient for us to recover amounts owed to us by you, then we will debit your Company Bank Account and you hereby authorize and direct us to make any and all such debits without the necessity of providing you with prior notice thereof. We may subtract from current remittances due to you or debit your Company Bank Account for any outstanding amounts i) due to us under or in connection with any other C.O.D. program offered by us and in which you participate ii) that you owe to UPS for C.O.D. delivery or any other shipping services or iii) otherwise incurred by you and due and owing under or in connection with any agreement between you and UPS or UPS Capital. As security for your obligations arising hereunder and under any agreement governing the terms of any other C.O.D. program offered by us in which you may now or hereafter participate, you hereby grant us a lien on and security interest in your Company Bank Account, and authorize us to take any action to perfect our rights therein. Without limiting the foregoing in any way, you agree to enter into deposit account control agreements for any Company Bank Account as UPS Capital may, in our sole discretion, deem necessary to protect our interests under the Agreement.

We may, at any time, request instead that you pay us directly for any amount you owe to us, and you agree to pay such amount within five (5) business days of such request. Any amounts owing to us after such grace period ends shall bear interest until paid at an annual rate equal to the lesser of the Prime Rate of interest as announced in The Wall Street Journal on the last business day of each month plus five percent (5%) or the highest rate permitted by applicable law. If payment has not been received or a mutually agreed upon payment plan has not been established within five (5) business days after receiving a request for payment, we reserve the right to take any and all additional action permitted by applicable law to ensure collection of such deficient payments. You also agree to pay all costs and expenses incurred by UPS Capital in any efforts undertaken to enforce our rights hereunder or to collect any amounts owed to us hereunder, including, without limitation, attorney’s fees at the rate of fifteen percent (15%) of the aggregate amount of obligations owing by you hereunder or the highest amount permitted by applicable law. Your payment obligations hereunder shall be binding upon your successors and permitted assigns.

You agree to indemnify us from any and all losses, damages, costs, fees, judgments or other liabilities, including reasonable legal and professional fees and charges (collectively, "Avoidance Action Liabilities"), arising from or incurred in connection with an effort, demand or action to avoid a transfer by you or a consignee to or for the benefit of UPS, UPS Capital or any of their respective affiliates, whether such matter is raised or brought under the federal bankruptcy code, 11 U.S.C. § 547, 548, 549, 550 or 551, or any similar state or federal law allowing for the avoidance of payments as preferences, as fraudulent conveyances or transfers, or as other voidable transfers of any type or kind (collectively, "Avoidance Actions"). In the event an Avoidance Action is filed or threatened, we shall retain counsel (and any other necessary professionals) of our choosing, and you agree to reimburse us, as and when they are incurred, for any Avoidance Action Liabilities.

The Agreement is not intended to and shall not reflect a transfer to UPS or UPS Capital of title or possession of any goods or property shipped for any purpose, including state sales and use taxes. Neither UPS nor UPS Capital shall have any responsibility to collect, remit or report sales and use taxes in any jurisdiction in connection with goods shipped under or in connection with the Agreement. You are solely responsible for those obligations, and you will indemnify UPS and UPS Capital for any sales and use taxes, interest, penalties and other expenses or damages, including reasonable attorney’s fees and charges, incurred by UPS or UPS Capital as a result of any failure on your part to comply with applicable sales and use tax obligations.

4. Term and Termination. The Agreement is effective immediately upon your receipt of notice of our acceptance of your enrollment into the Program and will remain in effect, as modified by us from time to time, until terminated by you or us as provided herein.

You may terminate your participation in the Program at any time by providing at least fifteen (15) calendar days prior written notice to us at 425 Day Hill Road, Windsor, CT 06095, ATTN: C.O.D. Customer Service. We may terminate your participation in the Program (i) at any time by providing at least ten (10) calendar days prior written notice to you at your last known address; or (ii) immediately and without prior notice, (a) if you should fail to pay or perform any of your obligations to us under the Program or the Agreement; (b) if you terminate all or any part of the authorizations contained in your Enrollment Form or close or place restrictions affecting payment of amounts due hereunder on your Company Bank Account without providing alternate account information on a PIC Form or new Enrollment Form; (c) if necessary (as determined by us in our sole discretion) for us to comply with any applicable law, rule or regulation; (d) if you are in default of your obligations under any other agreement between you and us or any of our affiliates; or (e) upon the occurrence of any of the following events: you (1) undergo liquidation or dissolution, (2) commence (or have commenced against you) bankruptcy proceedings or other similar proceedings, (3) sell all or substantially all of your assets, or (4) suffer a material adverse change in your financial condition, and you agree to notify us in writing within three (3) business days following the occurrence of any of the foregoing events. In the event of any such termination, (a) checks received by UPS Capital after the effective termination date will not be covered under the Program and will be forwarded to the Company for processing, and (b) checks in the possession of and awaiting deposit by UPS Capital on the effective termination date may, at UPS Capital’s sole option, (i) be covered under the Program, or (ii) be promptly forwarded to the Company for processing and UPS Capital shall assume no responsibility for the deposit of such checks returned to the Company.

Beginning with the date of our receipt of your notice of termination or the date of our notice of termination to you, as applicable, the method by which we will determine the amount of funds to transfer to your Company Bank Account will change. You will receive a provisional credit for all checks received by UPS for delivery to us under the Program on or before the effective date of termination. However, rather than transferring to your Company Bank Account the full amount of the face amount of each check received by us from each of your consignees, less any fees and dishonored checks, we will forward to you the lesser of (a) 50% of the amount that would otherwise be due to you or (b) 50% of the amount of your actual average daily C.O.D. collections under the Program for the month immediately prior to notice of termination. We will forward to you the remaining amount of such provisional credit, if any, less any Program fees and the full amount of any dishonored checks, within thirty (30) calendar days after the effective termination date; provided, however, if this date falls on a non-Banking Day, such action will be taken on the next Banking Day. If the combined amount of any Program fees and dishonored checks exceeds the amount of funds withheld by us, we will provide you with a statement reflecting the amounts owed to us, and you agree to remit the balance within ten (10) business days after the statement date.

UPS Capital reserves the right to discontinue the Program at any time and to change the features, terms and conditions of the Program from time to time, and such changes in each case will be effective on the 30th day following the date such changes are posted on our website at http://www.upscapital.com/solutions/cod_direct.html or otherwise communicated to you unless otherwise specified by us. You agree to be bound by any such changes without further action on the part of either party unless you notify us in writing prior to the effective date of such changes.

5. Limitations of Liability. UPS Capital shall be responsible only for performing obligations expressly undertaken under the terms of the Agreement and, shall only be liable for its gross negligence or willful misconduct in performing such obligations unless otherwise expressly provided herein or required by applicable law. UPS Capital shall be entitled to rely solely on the information provided by the Company pursuant to the Agreement and shall have no liability whatsoever for the accuracy or completeness thereof. All exclusions of liability hereunder shall apply regardless of the form in which a claim for loss or damages is asserted, whether in contract, tort (including negligence), warranty, or upon any other legal or equitable grounds. Further, in no event and under no circumstances whatsoever shall UPS or UPS Capital be liable for any punitive, special, indirect, incidental or consequential losses or damages which the Company may incur in connection with participation in the Program or resulting from UPS Capital’s acts or omissions pursuant to the Agreement whether or not the likelihood of such damages was or could have been known or contemplated by UPS Capital.

Provided that UPS Capital shall have acted reasonably and in good faith, you acknowledge and agree that we may rely upon, and we have no responsibility to investigate, the authority of any person who submits any form regarding the Program to UPS Capital under your purported authority. You further acknowledge that any party to the Agreement may request changes to the terms of the Program and that all entities that are party to the Agreement will be deemed to have authorized any such changes. You agree to indemnify and hold UPS Capital harmless from any and all losses, damages, costs, fees, judgments or other liabilities, including reasonable legal and professional fees and charges (collectively, "Damages"), arising from or incurred in connection with any unauthorized request regarding the Program submitted to us under your purported authority, which request we accept and act on in good faith.

The Program utilizes the banking systems of the United States and Canada. You hereby acknowledge and agree that UPS Capital shall have no responsibility or liability whatsoever for the acts or omissions of or any errors or delays caused by any person or entity, other than those persons and entities acting under UPS Capital’s express authority and on UPS Capital’s behalf, and no such person shall be deemed an agent of UPS Capital. Such limitation of liability shall include, but not be limited to, the acts or omissions of or any errors or delays caused by the Company or any of its employees, representatives, or agents; any clearing house association, processor, or transmission or communications facility through which ACH entries may be originated; any Federal Reserve Bank or any other country’s central bank; and any other financial institution. In no event will UPS Capital be responsible for inspecting, acknowledging or taking any action in respect to check dates or any date or other restrictions noted or placed on a check.

You further acknowledge and agree that UPS Capital shall be excused from failing to act or delay in acting if such failure or delay results from circumstances beyond our control, including but not limited to acts of God, strikes, and other labor disputes, civil disorder, catastrophes of nature, fire, explosion, natural or man-made floods or any severe weather, war, failure of a communication or computer system, nuclear attack, embargoes, actions or inactions of governmental authorities affecting either UPS Capital or our agents or if UPS Capital reasonably believed that action would have violated any law, rule or regulation. UPS Capital agrees to make reasonable efforts to prevent any such occurrence from affecting execution of its obligations under the Agreement.

6. Miscellaneous. The Agreement and any addenda or amendments thereto that you and we may enter into from time to time constitute our entire understanding and agreement with you relative to your participation in the Program. The Agreement may not be modified or amended except by our express written consent or as otherwise provided for herein. The Agreement shall be governed by Georgia law, without regard to its conflicts of laws provisions. If any disputes should arise between you and us in regard to the terms of the Agreement, or their interpretation, and you intend to take legal action to resolve such dispute, you agree to notify us of your intent at least thirty (30) calendar days prior to filing suit. Any such dispute shall be brought only in state or federal courts in the Northern District of Georgia, which all parties agree shall have exclusive jurisdiction, and you waive any claims that such jurisdiction or venue is improper, inconvenient or inappropriate.

The section headings used herein have been inserted for convenience and for reference only and shall not be deemed to be a part of the Agreement. In the event any provision of the Agreement is determined to be unenforceable, the remainder of the Agreement shall continue in full force and effect until terminated in accordance with its terms.

You understand that we will rely on the information you provide to us (including, without limitation, the information provided by you in the Enrollment Form) as being accurate and complete and you agree that such reliance is justified. You agree to promptly notify us of any change in the information you have provided to us. Our obligations to you under the Program shall become void if you knowingly have made a false statement to us in connection with your enrollment or participation in the Program, or in connection with any check. Upon request, you agree to provide us with any additional information we may need in order to facilitate your participation in the Program and/or to comply with any applicable law, rule or regulation. If you fail to provide us with such information upon request, we may, in our sole discretion, terminate the Agreement immediately upon written notice to you. Without limiting the generality of the foregoing, you represent and warrant (which representation and warranty shall be deemed to be continuing and remade by you each time we handle a check under the terms of this Agreement) that the commodities shipped by you as a C.O.D. shipment via UPS (1) are permitted to be shipped in accordance with the Terms and the UPS Rate and Service Guide, in each case as in effect at the time of shipping, (2) without limitation of clause (1), do not violate any federal, state, provincial or local laws or regulations applicable at any time to such commodities or the shipment thereof, and (3) without limitation of clauses (1) and (2), are not prescription drugs, drug paraphernalia (including but not limited to water bongs, marijuana pipes and other accessories intended for use with illegal drugs, and synthetic urine and other drug masking products) or substances listed as controlled under a state or federal law, and (4) without limitation of clauses (1), (2) and (3), are not hemp or cannabidiol (CBD) products, including, without limitation, CBD products consisting of oils, lotions, soaps, beauty products and clothing.

You agree that UPS or UPS Capital have the right to audit you at any time and for any reason. The scope of these audits may include but is not limited to: opening and inspecting your packages and examining and reviewing your books, records, facilities, product lists and/or customer lists. You acknowledge and agree that we may not return to you any unauthorized shipments found through package audits.

You agree to indemnify, defend, and hold harmless UPS Capital, its parent corporation, and affiliated companies, their officers, directors, employees, agents, and their successors and assigns, from all claims, demands, expenses, liabilities, causes of action, enforcement procedures, and suits of any kind or nature brought by a governmental agency, or any other person or entity, arising from or related to your nonconformance with governmental laws or regulations applicable to any of your shipments via UPS or with UPS requirements applicable to any such shipment, from your tendering any prohibited item for shipment, your failure to comply with the Terms or your breach of the foregoing representation and warranty.

The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Company and UPS Capital and each of their respective successors and assigns; provided, however, that the Company may not, without the prior written consent of UPS Capital, assign any of its rights or powers, or delegate any of its duties or obligations hereunder and any prohibited assignment or delegation shall be void. UPS Capital may, at any time and without any notice to or consent by the Company, assign any of its rights or powers, or delegate any of its duties or obligations, hereunder.

Notices to you pursuant to the Agreement, when required to be in writing, may be made, in our discretion, via U.S. Mail, via facsimile, via email to the address provided by you on your Enrollment Form (or to the most recent address, fax number or email address provided by you to UPS Capital if different from the information provided on the Enrollment Form), or by the posting of such information on our website at http://www.upscapital.com/solutions/cod_direct.html. In the event that the Enrollment Form was signed by more than one company, notices to each Company that is a party to the Agreement shall be deemed given when delivered as specified above to any Company identified on the Enrollment Form.

C.O.D. AUTOMATIC^® Terms and Conditions

The following terms and conditions, as may be amended from time to time, including by the Applicable Terms Addendum (“ATA”) and any other applicable addenda hereto, (collectively, the “Terms and Conditions”) and the Enrollment and Authorization Form, as may be amended from time to time, that has been or will be delivered by you to us (the “Enrollment Form” and, together with these Terms and Conditions, the “Agreement”), shall govern your participation in the C.O.D. Automatic Program (the “Program”) offered by UPS Capital Trade Protection Services, Inc. (“UPS Capital,” “we” or “us”). Unless otherwise specified herein, the words “you,” “your” and “yours” mean the Company enrolled in the Program and, unless otherwise defined herein, capitalized terms used herein have the meanings given to them in your Enrollment Form. UPS Capital, in its sole discretion, will determine whether you have been accepted as a participant in the Program and will notify you of its decision. Upon your acceptance in the Program, you and we agree as follows:

1. Program Description: Under the Program, we will deposit the checks or other non-cash remittances (collectively, “checks”) received by us from your consignees and then electronically transfer the check amounts without waiting for collection, less our Service Fee and certain other amounts described in Section 3 below, to the bank account(s) you specify in the Enrollment Form or later add by submitting a Program Information Change (“PIC”) Form or new Enrollment Form to us (the “Company Bank Account”), generally within two (2) to three (3) Banking Days of the date that the C.O.D. shipment was delivered and the check was received. You must ensure that the Company Bank Account is eligible for both ACH debits and credits (not blocked or a UPIC account). A Banking Day is defined as any day (other than Saturday or Sunday) on which your and our banks are open and accepting deposits. You must timely notify UPS® if you have not received payment for a C.O.D. shipment that has been delivered. Please refer to the UPS Tariff/Terms and Conditions of Service, an electronic copy of which may be accessed at http://www.ups.com/content/us/en/service.html, (the “Terms”) for applicable notification and claim filing deadlines. You hereby acknowledge and agree that neither UPS or UPS Capital are responsible for inspecting checks for accuracy of check dates or any date restrictions that may be placed on a check. You further acknowledge and agree that neither UPS or UPS Capital shall be responsible for any penalty, fee or charge incurred by you or any of your consignees for the processing of a check before its date, or at any date after its date (even if more than six (6) months after its date) or as otherwise provided in any legend or memo placed on the check.

The amount of funds that will be advanced to you on any day by electronic transfer are subject to a daily funds transfer limit (“DTL”) which shall be calculated as set forth below. We reserve the right to amend such calculation from time to time upon 30 calendar days’ prior written notice to you; provided, however, that changes to the DTL calculation that are in your favor (e.g., if such changes increase your DTL) may, in our sole discretion, take effect in less than 30 calendar days as provided in our notice to you. The initial maximum DTL (the “Initial Maximum DTL”) applicable through your first full month in the Program is a fixed dollar amount as set forth on the ATA. After your first full month in the Program, your DTL will be equal to (A) a percentage, as set forth on the ATA, (the “DTL Percentage”), multiplied by (B) your Prior Average Remittance. Your Prior Average Remittance for your first month in the Program will equal your Initial Maximum DTL. After your first full month in the Program, your Prior Average Remittance will be calculated monthly and will equal (Y) the sum of (i) your Prior Average Remittance for the immediately preceding month, plus (ii) your Calculated Statement Average, divided by (Z) two (the “Standard Monthly Calculation”). Your Calculated Statement Average will be calculated each month starting after your first full month in the Program and will equal (AA) the sum of all checks received by us from your consignees for the prior month, divided by (BB) the number of Program statements provided to you in the prior month. Notwithstanding anything to the contrary in the Agreement, in the event that you have no activity that causes us to generate a C.O.D. remittance statement for a period of thirty (30) consecutive days, your DTL will be deemed to be zero (0) until the next Standard Monthly Calculation of your DTL. For avoidance of doubt, if at the time of the next Standard Monthly Calculation of your DTL, you still have not made any C.O.D. shipments for a period of at least thirty (30) consecutive days, then your DTL will continue to be deemed to be zero (0) until the next Standard Monthly Calculation of your DTL. In the event that the total value of the face amount of the checks received by us from each of your consignees on a given day exceeds your DTL (a “DTL Excess”), the DTL Excess will not be advanced to you but rather, will be remitted to you fourteen (14) calendar days after the date we deposit such checks; provided, however, if this date falls on a day that is not a Banking Day, such action will be taken on the next Banking Day. If the DTL Excess to be withheld would cause the total deposit amount on a given day to be a negative dollar amount, the DTL Excess shall instead equal the total face amount of the checks received by us from each of your consignees and due to be remitted to you on such given day, less the Service Fee as well as the amount of any dishonored checks and other adjustments described in Section 3 below and the total deposit amount for such given day shall be zero ($0.00). No DTL Excess will be considered for purposes of determining whether your DTL has been reached on the date the DTL Excess is remitted. The DTL Excess shall, however, be reduced by any Service Fee, dishonored check amount or other adjustments described in Section 3 below if such reductions are in excess of the funds received from your consignees and deposited by us on that date.

You agree to ship C.O.D. packages using the most recent version of WorldShip® provided by UPS, WorldShip ompatible software, or UPS approved Vendor or Host Manifesting system which transmits package level detail (PLD) electronically in a format acceptable to UPS. Only the UPS shipper numbers provided by you on the Enrollment Form for participation in C.O.D. Automatic or later added by you submitting a PIC Form or new Enrollment Form to us will be included in the Program. You agree to provide any authorizations necessary for us to endorse and deposit the checks into a bank account established by us for purposes of the Program and to initiate credits and debits to your Company Bank Account from time to time, as provided herein. You agree to take reasonable measures to prevent and mitigate losses and disputes, including by establishing and adhering to clearly defined return policies. You understand and acknowledge that UPS Capital (1) may be advancing to you funds otherwise due to you from your consignees; (2) is not purchasing your accounts receivable or checks received from your consignees in payment of C.O.D. shipments; and (3) is not a depository institution; and that amounts deposited into UPS Capital’s bank account are not covered by FDIC insurance for the benefit of any Program participant.

2. Service Fees. The service fees for checks handled by us under the Program (individually and collectively, the “Service Fee”) are as set forth on the ATA, and may be amended by us from time to time upon 30 calendar days prior written notice to you; provided, however, that changes to the Service Fee that are in your favor (e.g., the reduction or elimination of a fee) may, in our sole discretion, take effect in less than 30 calendar days as provided in our notice to you. The Service Fee is separate from and independent of any fees or charges incurred by you in connection with one or more separate but related agreements between you and UPS for small package services, including COD delivery services.

3. Dishonored Checks/Payments Due to Us. Dishonored checks will be handled as set forth on the ATA. The amount of all dishonored checks will be itemized on the Program statements we provide to you via email each weekday (other than on Federal holidays or weekdays when we are not open for business) that there is activity under the Program. Dishonored checks will be returned to you via U.S. Mail.

UPS Capital shall have full, unconditional recourse to you for non-payment of all amounts due to us as set forth in the Agreement and you agree to pay any and all such amounts due and owing to us according to the terms hereof. For the avoidance of any doubt, any liability for non-payment of amounts due hereunder shall be joint and several among all entities listed on the Enrollment Form and thus, parties to the Agreement. You hereby acknowledge and agree that all of your payment obligations hereunder shall be absolute, unconditional and, for the purpose of making payments hereunder, you hereby waive any right to assert any setoff, counterclaim or cross-claim for any reason including, but not limited to, shipping claims. You hereby waive presentment, demand, notice of dishonor, protests and all other notices whatsoever in connection with the enforcement of your payment obligations hereunder. In the event that there is any discrepancy between your records and ours regarding the amounts owed by you hereunder, our records shall be deemed correct and shall control absent manifest error. Any amounts which you are obligated to pay us under the Program (for example, when the amount of returned checks exceeds the value of C.O.D. checks collected, as reflected on your statement and including any obligations arising after cancellation of the Agreement) will be deducted from our remittances to you on subsequent days until the amounts owed to us are paid in full. If remittances are insufficient for us to recover amounts owed to us by you, then we will debit your Company Bank Account and you hereby authorize and direct us to make any and all such debits without the necessity of providing you with prior notice thereof. We may subtract from current remittances due to you or debit your Company Bank Account for any outstanding amounts i) due to us under or in connection with any other C.O.D. program offered by us and in which you participate, ii) that you owe to UPS for C.O.D. delivery or any other shipping services or iii) otherwise incurred by you and due and owing under or in connection with any agreement between you and UPS or UPS Capital. As security for your obligations arising hereunder and under any agreement governing the terms of any other C.O.D. program offered by us in which you may now or hereafter participate, you hereby grant us a lien on and security interest in your Company Bank Account, and authorize us to take any action to perfect our rights therein. Without limiting the foregoing in any way, you agree to enter into deposit account control agreements for any Company Bank Account as UPS Capital may, in our sole discretion, deem necessary to protect our interests under the Agreement.

We may, at any time, request instead that you pay us directly for any amount you owe to us, and you agree to pay such amount within five (5) business days of such request. Any amounts owing to us after such grace period ends shall bear interest until paid at an annual rate equal to the lesser of the Prime Rate of interest as announced in The Wall Street Journal on the last business day of each month plus five percent (5%) or the highest rate permitted by applicable law. If payment has not been received or a mutually agreed upon payment plan has not been established within five (5) business days after receiving a request for payment, we reserve the right to take any and all additional action permitted by applicable law to ensure collection of such deficient payments. You also agree to pay all costs and expenses incurred by UPS Capital in any efforts undertaken to enforce our rights hereunder or to collect any amounts owed to us hereunder, including, without limitation, attorney’s fees at the rate of fifteen percent (15%) of the aggregate amount of obligations owing by you hereunder or the highest amount permitted by applicable law. Your payment obligations hereunder shall be binding upon your successors and permitted assigns. Upon a determination by UPS Capital, in its sole and absolute discretion, your continuing participation in the Program may require a security deposit, corporate or individual guarantees and/or a letter of credit or other collateral satisfactory to us.

You agree to indemnify us from any and all losses, damages, costs, fees, judgments or other liabilities, including reasonable legal and professional fees and charges (collectively, "Avoidance Action Liabilities"), arising from or incurred in connection with an effort, demand or action to avoid a transfer by you or a consignee to or for the benefit of UPS, UPS Capital or any of their respective affiliates, whether such matter is raised or brought under the federal bankruptcy code, 11 U.S.C. § 547, 548, 549, 550 or 551, or any similar state or federal law allowing for the avoidance of payments as preferences, as fraudulent conveyances or transfers, or as other voidable transfers of any type or kind (collectively, "Avoidance Actions"). In the event an Avoidance Action is filed or threatened, we shall retain counsel (and any other necessary professionals) of our choosing, and you agree to reimburse us, as and when they are incurred, for any Avoidance Action Liabilities.

The Agreement is not intended to and shall not reflect a transfer to UPS or UPS Capital of title or possession of any goods or property shipped for any purpose, including state sales and use taxes. Neither UPS nor UPS Capital shall have any responsibility to collect, remit or report sales and use taxes in any jurisdiction in connection with goods shipped under or in connection with the Agreement. You are solely responsible for those obligations, and you will indemnify UPS and UPS Capital for any sales and use taxes, interest, penalties and other expenses or damages, including reasonable attorney’s fees and charges, incurred by UPS or UPS Capital as a result of any failure on your part to comply with applicable sales and use tax obligations.

4. Term and Termination. The Agreement is effective immediately upon your receipt of notice of our acceptance of your enrollment into the Program and will remain in effect, as modified by us from time to time, until terminated by you or us as provided herein.

You may terminate your participation in the Program at any time by providing at least fifteen (15) calendar days prior written notice to us at 425 Day Hill Road, Windsor, CT 06095, ATTN: C.O.D. Customer Service. We may terminate your participation in the Program (i) at any time by providing at least ten (10) calendar days prior written notice to you at your last known address; or (ii) immediately and without prior notice, (a) if you should fail to pay or perform any of your obligations to us under the Program or the Agreement; (b) if you terminate all or any part of the authorizations contained in the Enrollment Form or close or place restrictions affecting payment of amounts due hereunder on your Company Bank Account without providing alternate account information on a PIC Form or new Enrollment Form; (c) if necessary (as determined in our sole discretion) for us to comply with any applicable law, rule or regulation; (d) if you are in default of your obligations under any other agreement between you and us or any of our affiliates; or (e) upon the occurrence of any of the following events: you (1) undergo liquidation or dissolution, (2) commence (or have commenced against you) bankruptcy proceedings or other similar proceedings, (3) sell all or substantially all of your assets, or (4) suffer a material adverse change in your financial condition, and you agree to notify us in writing within three (3) business days following the occurrence of any of the foregoing events; provided, however, that during any pilot period, we may terminate your participation in the Program for any or no reason immediately upon notice of such termination to you. In the event of any such termination, (a) checks received by UPS Capital after the effective termination date will not be covered under the Program and will be forwarded to the Company for processing, and (b) checks in the possession of and awaiting deposit by UPS Capital on the effective termination date may, at UPS Capital’s sole option, (i) be covered under the Program, or (ii) be promptly forwarded to the Company for processing and UPS Capital shall assume no responsibility for the deposit of such checks returned to the Company.

Beginning with the date of our receipt of your notice of termination or the date of our notice of termination to you, as applicable, the method by which we will determine the amount of funds to transfer to your Company Bank Account will change. You will receive a provisional credit for all checks received by UPS for delivery to us under the Program on or before the effective date of termination. However, rather than transferring to your Company Bank Account the full amount of the face amount of each check received by us from each of your consignees, less any fees and dishonored checks, we will forward to you the lesser of (a) 50% of the amount that would otherwise be due to you or (b) 50% of the amount of your actual average daily C.O.D. collections under the Program for the month immediately prior to notice of termination. We will forward to you the remaining amount of such provisional credit, if any, less any Program fees and the full amount of any dishonored checks, within thirty (30) calendar days after the effective termination date; provided, however, if this date falls on a non-Banking Day, such action will be taken on the next Banking Day. If the combined amount of any Program fees and dishonored checks exceeds the amount of funds withheld by us, we will provide you with a statement reflecting the amounts owed to us, and you agree to remit the balance within ten (10) business days after the statement date.

UPS Capital reserves the right to discontinue the Program at any time and to change the features, terms and conditions of the Program from time to time, and such changes in each case will be effective on the 30th day following the date such changes are posted on our website at http://www.upscapital.com/solutions/cod_enhancement_services.html or otherwise communicated to you unless otherwise specified by us. You agree to be bound by any such changes without further action on the part of either party unless you notify us in writing prior to the effective date of such changes.

5. Limitations of Liability. UPS Capital shall be responsible only for performing obligations expressly undertaken under the terms of the Agreement and, shall only be liable for its gross negligence or willful misconduct in performing such obligations unless otherwise expressly provided herein or required by applicable law. UPS Capital shall be entitled to rely solely on the information provided by the Company pursuant to the Agreement and shall have no liability whatsoever for the accuracy or completeness thereof. All exclusions of liability hereunder shall apply regardless of the form in which a claim for loss or damages is asserted, whether in contract, tort (including negligence), warranty, or upon any other legal or equitable grounds. Further, in no event and under no circumstances whatsoever shall UPS or UPS Capital be liable for any punitive, special, indirect, incidental or consequential losses or damages which the Company may incur in connection with participation in the Program or resulting from UPS Capital’s acts or omissions pursuant to the Agreement whether or not the likelihood of such damages was or could have been known or contemplated by UPS Capital.

Provided that UPS Capital shall have acted reasonably and in good faith, you acknowledge and agree that we may rely upon, and we have no responsibility to investigate, the authority of any person who submits any form regarding the Program to UPS Capital under your purported authority. You further acknowledge that any party to the Agreement may request changes to the terms of the Program and that all entities that are party to the Agreement will be deemed to have authorized any such changes. You agree to indemnify and hold UPS Capital harmless from any and all losses, damages, costs, fees, judgments or other liabilities, including reasonable legal and professional fees and charges (collectively, "Damages"), arising from or incurred in connection with any unauthorized request regarding the Program submitted to us under your purported authority, which request we accept and act on in good faith.

The Program utilizes the banking systems of the United States and Canada. You hereby acknowledge and agree that UPS Capital shall have no responsibility or liability whatsoever for the acts or omissions of or any errors or delays caused by any person or entity, other than those persons and entities acting under UPS Capital’s express authority and on UPS Capital’s behalf, and no such person shall be deemed an agent of UPS Capital. Such limitation of liability shall include, but not be limited to, the acts or omissions of or any errors or delays caused by the Company or any of its employees, representatives, or agents; any clearing house association, processor, or transmission or communications facility through which ACH entries may be originated; any Federal Reserve Bank or any other country’s central bank; and any other financial institution. In no event will UPS Capital be responsible for inspecting, acknowledging or taking any action in respect to check dates or any date or other restrictions noted or placed on a check.

You further acknowledge and agree that UPS Capital shall be excused from failing to act or delay in acting if such failure or delay results from circumstances beyond our control, including but not limited to acts of God, strikes, and other labor disputes, civil disorder, catastrophes of nature, fire, explosion, natural or man made floods or any severe weather, war, failure of a communication or computer system, nuclear attack, embargoes, actions or inactions of governmental authorities affecting either UPS Capital or our agents or if UPS Capital reasonably believed that action would have violated any law, rule or regulation. UPS Capital agrees to make reasonable efforts to prevent any such occurrence from affecting execution of its obligations under the Agreement.

6. Miscellaneous. The Agreement and any addenda or amendments thereto that you and we may enter into from time to time constitute our entire understanding and agreement with you relative to your participation in the Program. The Agreement may not be modified or amended except by our express written consent or as otherwise provided for herein. The Agreement shall be governed by Georgia law, without regard to its conflicts of laws provisions. If any disputes should arise between you and us in regard to the terms of the Agreement, or their interpretation, and you intend to take legal action to resolve such dispute, you agree to notify us of your intent at least thirty (30) calendar days prior to filing suit. Any such dispute shall be brought only in state or federal courts in the Northern District of Georgia, which all parties agree shall have exclusive jurisdiction, and you waive any claims that such jurisdiction or venue is improper, inconvenient or inappropriate.

The section headings used herein have been inserted for convenience and for reference only and shall not be deemed to be a part of the Agreement. In the event any provision of the Agreement is determined to be unenforceable, the remainder of the Agreement shall continue in full force and effect until terminated in accordance with its terms.

You understand that we will rely on the information you provide to us (including, without limitation, the information provided by you in the Enrollment Form) as being accurate and complete and you agree that such reliance is justified. You agree to promptly notify us of any change in the information you have provided to us. Our obligations to you under the Program shall become void if you knowingly have made a false statement to us in connection with your enrollment or participation in the Program, or in connection with any check. Upon request, you agree to provide us with any additional information we may need in order to facilitate your participation in the Program and/or to comply with any applicable law, rule or regulation. If you fail to provide us with such information upon request, we may, in our sole discretion, terminate the Agreement immediately upon written notice to you. Without limiting the generality of the foregoing, you represent and warrant (which representation and warranty shall be deemed to be continuing and remade by you each time we handle a check under the terms of this Agreement) that the commodities shipped by you as a C.O.D. shipment via UPS (1) are permitted to be shipped in accordance with the Terms and the UPS Rate and Service Guide, in each case as in effect at the time of shipping, (2) without limitation of clause (1), do not violate any federal, state, provincial or local laws or regulations applicable at any time to such commodities or the shipment thereof, and (3) without limitation of clauses (1) and (2), are not prescription drugs, drug paraphernalia (including but not limited to water bongs, marijuana pipes and other accessories intended for use with illegal drugs, and synthetic urine and other drug masking products) or substances listed as controlled under a state or federal law, and (4) without limitation of clauses (1), (2) and (3), are not hemp or cannabidiol (CBD) products, including, without limitation, CBD products consisting of oil, lotions, soaps, beauty products and clothing.

You agree that UPS or UPS Capital have the right to audit you at any time and for any reason. The scope of these audits may include but is not limited to: opening and inspecting your packages and examining and reviewing your books, records, facilities, product lists and/or customer lists. You acknowledge and agree that we may not return to you any unauthorized shipments found through package audits.

You agree to indemnify, defend, and hold harmless UPS Capital, its parent corporation, and affiliated companies, their officers, directors, employees, agents, and their successors and assigns, from all claims, demands, expenses, liabilities, causes of action, enforcement procedures, and suits of any kind or nature brought by a governmental agency, or any other person or entity, arising from or related to your nonconformance with governmental laws or regulations applicable to any of your shipments via UPS or with UPS requirements applicable to any such shipment, from your tendering any prohibited item for shipment, your failure to comply with the Terms or your breach of the foregoing representation and warranty.

The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Company and UPS Capital and each of their respective successors and assigns; provided, however, that the Company may not, without the prior written consent of UPS Capital, assign any of its rights or powers, or delegate any of its duties or obligations hereunder and any prohibited assignment or delegation shall be void. UPS Capital may, at any time and without any notice to or consent by the Company, assign any of its rights or powers, or delegate any of its duties or obligations, hereunder.

Notices to you pursuant to the Agreement, when required to be in writing, may be made, in our discretion, via U.S. Mail, via facsimile, via email to the address provided by you on your Enrollment Form (or to the most recent address, fax number or email address provided by you to UPS Capital if different from the information provided on the Enrollment Form), or by the posting of such information on our website at http://www.upscapital.com/solutions/cod_enhancement_services.html. In the event that the Enrollment Form was signed by more than one company, notices to each Company that is a party to the Agreement shall be deemed given when delivered as specified above to any Company identified on the Enrollment Form.

C.O.D. Secure Terms and Conditions

The following terms and conditions, as may be amended from time to time, including by the Applicable Terms Addendum (“ATA”) and any other applicable addenda hereto, (collectively, the “Terms and Conditions”) and the Enrollment and Authorization Form, as may be amended from time to time, that has been or will be delivered by you to us (the “Enrollment Form” and, together with these Terms and Conditions, the “Agreement”), shall govern your participation in the C.O.D. Secure Program (the “Program”) offered by UPS Capital Trade Protection Services, Inc. (“UPS Capital,” “we” or “us”). Unless otherwise specified herein, the words “you,” “your” and “yours” mean the Company enrolled in the Program and, unless otherwise defined herein, capitalized terms used herein have the meanings given to them in your Enrollment Form. UPS Capital, in its sole discretion, will determine whether you have been accepted as a participant in the Program and will notify you of its decision. Upon your acceptance in the Program, you and we agree as follows:

1. Program Description: Under the Program, UPS Capital will purchase checks or other non-cash remittances (collectively, “checks”) received from your consignees on your UPS^® C.O.D. shipments under the Program in order to expedite their remittance to you. Instead of sending you the checks received from your consignees, we will electronically transfer the check amounts without waiting for collection, less our Service Fee and certain other amounts described in Section 3 below, to the bank account(s) you specify in the Enrollment Form or later add by submitting a Program Information Change (“PIC”) Form or new Enrollment Form to us (the “Company Bank Account”), generally within two (2) to three (3) Banking Days of the date that the C.O.D. shipment was delivered and the check was received. You must ensure that the Company Bank Account is eligible for both ACH debits and credits (not blocked or a UPIC account). A Banking Day is defined as any day (other than Saturday or Sunday) on which your and our banks are open and accepting deposits. You must timely notify UPS^® if you have not received payment for a C.O.D. shipment that has been delivered. Please refer to the UPS Tariff/Terms and Conditions of Service, an electronic copy of which may be accessed at http://www.ups.com/content/us/en/service.html, (the “Terms”) for applicable notification and claim filing deadlines. You hereby acknowledge and agree that neither UPS or UPS Capital are responsible for inspecting checks for accuracy of check dates or any date restrictions that may be placed on a check. You further acknowledge and agree that neither UPS or UPS Capital 3. shall be responsible for any penalty, fee or charge incurred by you or any of your consignees for the processing of a check before its date, or at any date after its date (even if more than six (6) months after its date) or as otherwise provided in any legend or memo placed on the check.

You agree to ship C.O.D. packages using the most recent version of WorldShip^® provided by UPS, WorldShip compatible software, or UPS approved Vendor or Host Manifesting system which transmits package level detail (PLD) electronically in a format acceptable to UPS. Only the UPS shipper numbers provided by you on the Enrollment Form for participation in C.O.D. Secure or later added by you submitting a PIC Form or new Enrollment Form to us will be included in the Program. You agree to provide any authorizations necessary for us to endorse and deposit the checks into a bank account established by us for purposes of the Program and to initiate credits and debits to your Company Bank Account from time to time, as provided herein. You hereby grant to UPS Capital a power-of-attorney to endorse and deposit checks purchased hereunder, to take any and all other actions on your behalf as may be necessary or desirable to collect any monies due and owing to you or UPS Capital by your consignees including the commencement of legal proceedings or to otherwise carry out the purposes of the Program, such power-of-attorney to be irrevocable and coupled-with-an-interest. You agree that you are assigning to us all rights to payment of the checks we are purchasing, including all rights to collect on the checks and to enforce the related payment obligations of your consignee. You hereby represent and warrant to us that no contractual arrangements or internal privacy policies prohibit your ability to share information with us about consignees in connection with our collection efforts.

You understand and acknowledge that UPS Capital will not be extending credit to you as part of the Program and is purchasing the checks received from your consignees. During your enrollment in the Program, you agree to pay to UPS Capital the Service Fee as defined in Section 2 below, in exchange for which we will not ask you to reimburse us for the amount of checks that are dishonored due to your consignee’s financial inability to pay, up to the amount of the daily liability limit as described in Section 3 below. You acknowledge and agree that we will attempt to collect for our own behalf the amount of checks dishonored due to a consignee’s financial inability to pay, and you agree to cooperate with us in all respects with such collection efforts, including those to establish that the check claim is a valid and sustainable obligation of the consignee. For the avoidance of any doubt, UPS Capital is not providing credit or any other type of insurance to you under the Program.

2. Service Fees. The service fees for checks handled by us under the Program (individually and collectively, the “Service Fee”) are as set forth on the ATA, and may be amended by us from time to time upon 30 calendar days prior written notice to you; provided, however, that changes to the Service Fee that are in your favor (e.g., the reduction or elimination of a fee) may, in our sole discretion, take effect in less than 30 calendar days as provided in our notice to you. The Service Fee is separate from and independent of any fees or charges incurred by you in connection with one or more separate but related agreements between you and UPS for small package services, including COD delivery services.

3. DLL/Dishonored Checks Exceeding the DLL/Payments Due to Us. During the term of the Agreement, all checks received from your consignees in payment of C.O.D. shipments under the Program are covered for up to a maximum amount per consignee per delivery date as provided on the ATA (the “daily liability limit” or “DLL”). UPS Capital reserves the right to change the DLL at its sole discretion upon ten (10) days prior notice to you; provided, however, that changes to the DLL that are in your favor (e.g., an increase of your DLL) may, in our sole discretion, take effect in less than 10 calendar days as provided in our notice to you.

The amount of all dishonored checks will be itemized on the Program statements we provide to you via email each weekday (other than on Federal holidays or weekdays when we are not open for business) that there is activity under the Program. If the amount of dishonored checks exceeds the DLL on any day, the overage shall be your responsibility and you will be obligated to pay us for all such overage amounts. In addition, you will pay us a collection charge of 20% of the amount in excess of the DLL for checks we collect. We will notify you via your Program statement of any such overage amounts due to us and we will withhold such amount from your next remittance(s).

You will remain responsible for checks which are dishonored due to a return of goods, damage to goods or any other dispute between you and the consignee (including any defense, defect, right of setoff or counterclaim claimed by your consignee against you for any reason), acts of God, war and civil strife, warranty claims and also checks that involve intentional dishonesty, willful misconduct or illegal acts by you or at your direction or with your knowledge. In all such cases, you will be obligated to repurchase any and all such checks from us for the full face amount thereof. In this connection, you agree to take reasonable measures to prevent and mitigate losses and disputes, including by establishing and adhering to clearly defined return policies. We may also, at our sole discretion, exclude checks of certain of your consignees from inclusion in the Program by giving notice to you of their exclusion from Program coverage. After we provide notice of exclusion of such consignee to you, all amounts with regard to such consignee shall be your responsibility and you will be obligated to pay us for any and all dishonored checks from such consignee.

UPS Capital shall have full, unconditional recourse to you for non- payment of all amounts due to us as set forth in the Agreement and you agree to pay any and all such amounts due and owing to us according to the terms hereof. For the avoidance of any doubt, any liability for non-payment of amounts due hereunder shall be joint and several among all entities listed on the Enrollment Form and thus, parties to the Agreement. You hereby acknowledge and agree that all of your payment obligations hereunder shall be absolute, unconditional and, for the purpose of making payments hereunder, you hereby waive any right to assert any setoff, counterclaim or cross-claim for any reason including, but not limited to, shipping claims. You hereby waive presentment, demand, notice of dishonor, protests and all other notices whatsoever in connection with the enforcement of your payment obligations hereunder. In the event that there is any discrepancy between your records and ours regarding the amounts owed by you hereunder, our records shall be deemed correct and shall control absent manifest error. Any amounts which you are obligated to pay us under the Program (for example, when the amount of returned checks exceeds the DLL for such day, as reflected on your statement) will be deducted from our remittances to you on subsequent days until the amounts owed to us are paid in full. If remittances are insufficient for us to recover amounts owed to us by you, then we will debit your Company Bank Account and you hereby authorize and direct us to make any and all such debits without the necessity of providing you with prior notice thereof. We may subtract from current remittances due to you or debit your Company Bank Account for any outstanding amounts i) due to us under or in connection with any other C.O.D. program offered by us and in which you participate, ii) that you owe to UPS for C.O.D. delivery or any other shipping services or iii) otherwise incurred by you and due and owing under or in connection with any agreement between you and UPS or UPS Capital. As security for your obligations arising hereunder and under any agreement governing the terms of any other C.O.D. program offered by us in which you may now or hereafter participate, you hereby grant us a lien on and security interest in your Company Bank Account(s) and authorize us to take any action to perfect our rights therein. Without limiting the foregoing in any way, you agree to enter into deposit account control agreements for any Company Bank Account as UPS Capital may, in our sole discretion, deem necessary to protect our interests under the Agreement.

We may, at any time, request instead that you pay us directly for any amount you owe to us, and you agree to pay such amount within five (5) business days of such request. Any amounts owing to us after such grace period ends shall bear interest until paid at an annual rate equal to the lesser of the Prime Rate of interest as announced in The Wall Street Journal on the last business day of each month plus five percent (5%) or the highest rate permitted by applicable law. If payment has not been received or a mutually agreed upon payment plan has not been established within five (5) business days after receiving a request for payment, we reserve the right to take any and all additional action permitted by applicable law to ensure collection of such deficient payments. You also agree to pay all costs and expenses incurred by UPS Capital in any efforts undertaken to enforce our rights hereunder or to collect any amounts owed to us hereunder, including, without limitation, attorney’s fees at the rate of fifteen percent (15%) of the aggregate amount of obligations owing by you hereunder or the highest amount permitted by applicable law. Your payment obligations hereunder shall be binding upon your successors and permitted assigns. Upon a determination by UPS Capital, in its sole and absolute discretion, your continuing participation in the Program may require a security deposit, corporate or individual guarantees and/or a letter of credit or other collateral satisfactory to us.

You agree to indemnify us from any and all losses, damages, costs, fees, judgments or other liabilities, including reasonable legal and professional fees and charges (collectively, "Avoidance Action Liabilities"), arising from or incurred in connection with an effort, demand or action to avoid a transfer by you or a consignee to or for the benefit of UPS, UPS Capital or any of their respective affiliates, whether such matter is raised or brought under the federal bankruptcy code, 11 U.S.C. § 547, 548, 549, 550 or 551, or any similar state or federal law allowing for the avoidance of payments as preferences, as fraudulent conveyances or transfers, or as other voidable transfers of any type or kind (collectively, "Avoidance Actions"). In the event an Avoidance Action is filed or threatened, we shall retain counsel (and any other necessary professionals) of our choosing, and you agree to reimburse us, as and when they are incurred, for any Avoidance Action Liabilities. You further agree to indemnify us for your pro rata share of Avoidance Action Liabilities arising from or incurred in connection with an effort, demand or action to avoid a transfer by a consignee to or for the benefit of UPS, UPS Capital or their affiliates. Your pro rata share will be determined by the amount the Avoidance Action Liability for a particular check exceeds our DLL.

The Agreement is not intended to and shall not reflect a transfer to UPS or UPS Capital of title or possession of any goods or property shipped for any purpose, including state sales and use taxes. Neither UPS nor UPS Capital shall have any responsibility to collect, remit or report sales and use taxes in any jurisdiction in connection with goods shipped under or in connection with the Agreement. You are solely responsible for those obligations, and you will indemnify UPS and UPS Capital for any sales and use taxes, interest, penalties and other expenses or damages, including reasonable attorney’s fees and charges, incurred by UPS or UPS Capital as a result of any failure on your part to comply with applicable sales and use tax obligations.

4. Term and Termination. The Agreement is effective immediately upon your receipt of notice of our acceptance of your enrollment into the Program and will remain in effect, as modified by us from time to time, until terminated by you or us as provided herein.

You may terminate your participation in the Program at any time by providing at least fifteen (15) calendar days prior written notice to us at 425 Day Hill Road, Windsor, CT 06095, ATTN: C.O.D. Customer Service. We may terminate your participation in the Program (i) at any time by providing at least ten (10) calendar days prior written notice to you at your last known address; or (ii) immediately and without prior notice, (a) if you should fail to pay or perform any of your obligations to us under the Program or the Agreement; (b) if you terminate all or any part of the authorizations contained in your Enrollment Form or close or place restrictions affecting payment of amounts due hereunder on your Company Bank Account without providing alternate account information on a PIC Form or new Enrollment Form; (c) if necessary (as determined by us in our sole discretion) for us to comply with any applicable law, rule or regulation; (d) if you are in default of your obligations under any other agreement between you and us or any of our affiliates; or (e) upon the occurrence of any of the following events: you (1) undergo liquidation or dissolution, (2) commence (or have commenced against you) bankruptcy proceedings or other similar proceedings, (3) sell all or substantially all of your assets, or (4) suffer a material adverse change in your financial condition, and you agree to notify us in writing within three (3) business days following the occurrence of any of the foregoing events.

In the event of any such termination, (a) checks received by UPS Capital after the effective termination date will not be covered under the Program and will be forwarded to the Company for processing, and (b) checks in the possession of and awaiting deposit by UPS Capital on the effective termination date may, at UPS Capital’s sole option, (i) be covered under the Program, or (ii) be promptly forwarded to the Company for processing and UPS Capital shall assume no responsibility for the deposit of such checks returned to the Company.

UPS Capital reserves the right to discontinue the Program at any time and to change the features, terms and conditions of the Program from time to time, and such changes in each case will be effective on the 30th day following the date such changes are posted on our website at http://www.upscapital.com/solutions/cod_enhancement_services.html or otherwise communicated to you unless otherwise specified by us. You agree to be bound by any such changes without further action on the part of either party unless you notify us in writing prior to the effective date of such changes.

5. Limitations of Liability. UPS Capital shall be responsible only for performing obligations expressly undertaken under the terms of the Agreement and, shall only be liable for its gross negligence or willful misconduct in performing such obligations unless otherwise expressly provided herein or required by applicable law. UPS Capital shall be entitled to rely solely on the information provided by the Company pursuant to the Agreement and shall have no liability whatsoever for the accuracy or completeness thereof. All exclusions of liability hereunder shall apply regardless of the form in which a claim for loss or damages is asserted, whether in contract, tort (including negligence), warranty, or upon any other legal or equitable grounds. Further, in no event and under no circumstances whatsoever shall UPS or UPS Capital be liable for any punitive, special, indirect, incidental or consequential losses or damages which the Company may incur in connection with participation in the Program or resulting from UPS Capital’s acts or omissions pursuant to the Agreement whether or not the likelihood of such damages was or could have been known or contemplated by UPS Capital.

Provided that UPS Capital shall have acted reasonably and in good faith, you acknowledge and agree that we may rely upon, and we have no responsibility to investigate, the authority of any person who submits any form regarding the Program to UPS Capital under your purported authority. You further acknowledge that any party to the Agreement may request changes to the terms of the Program and that all entities that are party to the Agreement will be deemed to have authorized any such changes. You agree to indemnify and hold UPS Capital harmless from any and all losses, damages, costs, fees, judgments or other liabilities, including reasonable legal and professional fees and charges (collectively, "Damages"), arising from or incurred in connection with any unauthorized request regarding the Program submitted to us under your purported authority, which request we accept and act on in good faith.

The Program utilizes the banking systems of the United States and Canada. You hereby acknowledge and agree that UPS Capital shall have no responsibility or liability whatsoever for the acts or omissions of or any errors or delays caused by any person or entity, other than those persons and entities acting under UPS Capital’s express authority and on UPS Capital’s behalf, and no such person shall be deemed an agent of UPS Capital. Such limitation of liability shall include, but not be limited to, the acts or omissions of or any errors or delays caused by the Company or any of its employees, representatives, or agents; any clearing house association, processor, or transmission or communications facility through which ACH entries may be originated; any Federal Reserve Bank or any other country’s central bank; and any other financial institution. In no event will UPS Capital be responsible for inspecting, acknowledging or taking any action in respect to check dates or any date or other restrictions noted or placed on a check.

You further acknowledge and agree that UPS Capital shall be excused from failing to act or delay in acting if such failure or delay results from circumstances beyond our control, including but not limited to acts of God, strikes, and other labor disputes, civil disorder, catastrophes of nature, fire, explosion, natural or man-made floods or any severe weather, war, failure of a communication or computer system, nuclear attack, embargoes, actions or inactions of governmental authorities affecting either UPS Capital or our agents or if UPS Capital reasonably believed that action would have violated any law, rule or regulation. UPS Capital agrees to make reasonable efforts to prevent any such occurrence from affecting execution of its obligations under the Agreement.

6. Miscellaneous. The Agreement and any addenda or amendments thereto that you and we may enter into from time to time constitute our entire understanding and agreement with you relative to your participation in the Program. The Agreement may not be modified or amended except by our express written consent or as otherwise provided for herein. The Agreement shall be governed by Georgia law, without regard to its conflicts of laws provisions. If any disputes should arise between you and us in regard to the terms of the Agreement, or their interpretation, and you intend to take legal action to resolve such dispute, you agree to notify us of your intent at least thirty (30) calendar days prior to filing suit. Any such dispute shall be brought only in state or federal courts in the Northern District of Georgia, which all parties agree shall have exclusive jurisdiction, and you waive any claims that such jurisdiction or venue is improper, inconvenient or inappropriate.

The section headings used herein have been inserted for convenience and for reference only and shall not be deemed to be a part of the Agreement. In the event any provision of the Agreement is determined to be unenforceable, the remainder of the Agreement shall continue in full force and effect until terminated in accordance with its terms.

You understand that we will rely on the information you provide to us (including, without limitation, the information provided by you in the Enrollment Form) as being accurate and complete and you agree that such reliance is justified. You agree to promptly notify us of any change in the information you have provided to us. Our obligations to you under the Program shall become void if you knowingly have made a false statement to us in connection with your enrollment or participation in the Program, or in connection with any check. Upon request, you agree to provide us with any additional information we may need in order to facilitate your participation in the Program and/or to comply with any applicable law, rule or regulation. If you fail to provide us with such information upon request, we may, in our sole discretion, terminate the Agreement immediately upon written notice to you. Without limiting the generality of the foregoing, you represent and warrant (which representation and warranty shall be deemed to be continuing and remade by you each time we handle a check under the terms of this Agreement) that the commodities shipped by you as a C.O.D. shipment via UPS (1) are permitted to be shipped in accordance with the Terms and the UPS Rate and Service Guide, in each case as in effect at the time of shipping, (2) without limitation of clause (1), do not violate any federal, state, provincial or local laws or regulations applicable at any time to such commodities or the shipment thereof, and (3) without limitation of clauses (1) and (2), are not prescription drugs, drug paraphernalia (including but not limited to water bongs, marijuana pipes and other accessories intended for use with illegal drugs, and synthetic urine and other drug masking products) or substances listed as controlled under a state or federal law, and (4) without limitation of clauses (1), (2) and (3), are not hemp or cannabidiol (CBD) products, including, without limitation, CBD products consisting of oil, lotions, soaps, beauty products and clothing.

You agree that UPS or UPS Capital have the right to audit you at any time and for any reason. The scope of these audits may include but is not limited to: opening and inspecting your packages and examining and reviewing your books, records, facilities, product lists and/or customer lists. You acknowledge and agree that we may not return to you any unauthorized shipments found through package audits.

You agree to indemnify, defend, and hold harmless UPS Capital, its parent corporation, and affiliated companies, their officers, directors, employees, agents, and their successors and assigns, from all claims, demands, expenses, liabilities, causes of action, enforcement procedures, and suits of any kind or nature brought by a governmental agency, or any other person or entity, arising from or related to your nonconformance with governmental laws or regulations applicable to any of your shipments via UPS or with UPS requirements applicable to any such shipment, from your tendering any prohibited item for shipment, your failure to comply with the Terms or your breach of the foregoing representation and warranty.

The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Company and UPS Capital and each of their respective successors and assigns; provided, however, that the Company may not, without the prior written consent of UPS Capital, assign any of its rights or powers, or delegate any of its duties or obligations hereunder and any prohibited assignment or delegation shall be void. UPS Capital may, at any time and without any notice to or consent by the Company, assign any of its rights or powers, or delegate any of its duties or obligations, hereunder.

Notices to you pursuant to the Agreement, when required to be in writing, may be made, in our discretion, via U.S. Mail, via facsimile, via email to the address provided by you on your Enrollment Form (or to the most recent address, fax number or email address provided by you to UPS Capital if different from the information provided on the Enrollment Form), or by the posting of such information on our website at http://www.upscapital.com/solutions/cod_enhancement_services.html. In the event that the Enrollment Form was signed by more than one company, notices to each Company that is a party to the Agreement shall be deemed given when delivered, as specified above, to any Company identified on the Enrollment Form.

C.O.D. DELAYED DEPOSIT Terms and Conditions

The following terms and conditions, as may be amended from time to time, including by the Applicable Terms Addendum (“ATA”) and any other applicable addenda hereto, (collectively, the “Terms and Conditions”), together with the Enrollment and Authorization Form, as may be amended from time to time, that has been or will be delivered by you to us (the “Enrollment Form” and, together with these Terms and Conditions, the “Agreement”), shall govern your participation in the C.O.D. Delayed Deposit Add-on Program (the “Program”) offered by UPS Capital Trade Protection Services, Inc. (“UPS Capital,” “we” or “us”) to participants in the C.O.D. Direct^SM Program, C.O.D. Automatic^® Program, or C.O.D. Secure^® Program (each a “Primary Program” and collectively, the “Primary Programs”). In the event of a conflict between these Terms and Conditions and the terms and conditions applicable to the Primary Program(s) to which the Program is added, these terms and conditions shall control. Unless otherwise specified herein, the words “you,” “your” and “yours” mean the Company enrolled in the Program and, unless otherwise defined herein, capitalized terms used herein have the meanings given to them in the Enrollment Form. UPS Capital, in its sole discretion, will determine whether you have been accepted as a participant in the Program and will notify you of its decision. Upon your acceptance in the Program, you and we agree as follows:

1. Program Description: Under the Program, we will deposit the checks or other non-cash remittances (collectively, “checks”), excluding Prepaid Items (as defined below), received by us from your consignees on the date specified by you in writing (the “Deposit Date”) and then electronically transfer the check amounts, less our Service Fee and certain other amounts described in Section 3 below, to the bank account(s) you specify in the Enrollment Form or later add by submitting a Program Information Change (“PIC”) Form or new Enrollment Form to us (the “Company Bank Account”), generally within six (6) Banking Days of the date the check was deposited. You must ensure that the Company Bank Account is eligible for both ACH debits and credits (not blocked or a UPIC account). A Banking Day is defined as any day (other than Saturday or Sunday) on which your and our banks are open and accepting deposits. If the Deposit Date is not a Banking Day, such checks will be deposited on the first Banking Day following the Deposit Date. You must timely notify UPS^® if check and payment information have not been provided on a Deposit Scheduling Report (as defined in Section 5 below) for a C.O.D. shipment that has been delivered under the Program. Please refer to the UPS Tariff/Terms and Conditions of Service, an electronic copy of which may be accessed at http://www.ups.com/content/us/en/service.html, (the “Terms”) for applicable notification and claim filing deadlines. You hereby acknowledge and agree that neither UPS^® or UPS Capital are responsible for inspecting checks for accuracy of check dates or any date restrictions that may be placed on a check. You further acknowledge and agree that neither UPS or UPS Capital shall be responsible for any penalty, fee or charge incurred by you or any of your consignees for the processing of a check before its date, or at any date after its date (even if more than six (6) months after its date) or as otherwise provided in any legend or memo placed on the check.

Money orders, traveler’s checks, cashier’s checks and other forms of prepaid or cash equivalent items (collectively, “Prepaid Items”) are not eligible for delayed deposit. Further, in the event that UPS Capital shall receive a single check from a consignee for more than one C.O.D. shipment sent by multiple shippers (“a Multi-Shipment Check”), such Multi-Shipment Check shall not be eligible for delayed deposit. You hereby acknowledge and agree that any such Prepaid Item or Multi-Shipment Check received by us from your consignee shall be deposited and funds transferred to you pursuant to the terms of the Primary Program (if you participate in more than one Primary Program to which this Program has been added, the Prepaid Item or Multi-Shipment Check shall be processed pursuant to the terms and conditions of the C.O.D. Direct Program or, if you do not participate in the C.O.D. Direct Program then, pursuant to the terms of the C.O.D. Automatic Program or such other Primary Program as UPS Capital may select in our sole discretion).

In the event that UPS Capital shall receive a check or checks from your consignee for an amount less than the amount due to you, the amount of any such underpayment shall be paid to you pursuant to the terms of your shipping contract with UPS by means of a separate credit from UPS (the “Short-Pay Credit”). Such Short-Pay Credit will not be subject to the terms of the Program, but rather shall be issued and the amount of the Short-Pay Credit provided by UPS to us for deposit in the Company Bank Account on the last deposit date selected by you for that shipment.

You agree to ship C.O.D. packages using the most recent version of WorldShip^® provided by UPS, WorldShip compatible software, or UPS approved Vendor or Host Manifesting system which transmits package level detail (PLD) electronically in a format acceptable to UPS. Only the UPS shipper numbers provided by you on the Enrollment Form for participation in C.O.D. Delayed Deposit or later added by you submitting a PIC Form or new Enrollment Form to us will be included in the Program. You agree to provide any authorizations necessary for us to endorse and deposit the checks into a bank account established by us for purposes of the Program and to initiate credits and debits to your Company Bank Account from time to time, as provided herein. You agree to take reasonable measures to prevent and mitigate losses and disputes, including by establishing and adhering to clearly defined return policies. You understand and acknowledge that UPS Capital (1) may be advancing to you funds otherwise due to you from your consignees; (2) is not purchasing your accounts receivable or checks received from your consignees in payment of C.O.D. shipments; and (3) is not a depository institution; and that amounts deposited into UPS Capital’s bank account are not covered by FDIC insurance for the benefit of any Program participant.

2. Service Fees. The service fees for checks handled by us under the Program (individually and collectively, the “Service Fee”) are as set forth on the ATA, and may be amended by us from time to time upon 30 calendar days prior written notice to you; provided, however, that changes to the Service Fee that are in your favor (e.g., the reduction or elimination of a fee) may, in our sole discretion, take effect in less than 30 calendar days as provided in our notice to you. The Service Fee is separate from and independent of any fees or charges incurred by you in connection with one or more separate but related agreements between you and UPS for small package services, including COD delivery services.

3. Dishonored Checks/Payments Due to Us. If a check is dishonored, we will deduct the full amount of such dishonored check from your next remittance. The amount of all dishonored checks will be itemized on the Program statements we provide to you via email on each weekday (other than on Federal holidays or weekdays when we are not open for business) there is activity under the Program. Dishonored checks will be returned to you via U.S. Mail.

UPS Capital shall have full, unconditional recourse to you for non- payment of all amounts due to us as set forth in the Agreement and you agree to pay any and all such amounts due and owing to us according to the terms hereof. For the avoidance of any doubt, any liability for non- payment of amounts due hereunder shall be joint and several among all entities listed on the Enrollment Form and thus parties to the Agreement. You hereby acknowledge and agree that all of your payment obligations hereunder shall be absolute, unconditional and, for the purpose of making payments hereunder, you hereby waive any right to assert any setoff, counterclaim or cross-claim for any reason including, but not limited to, shipping claims. You hereby waive presentment, demand, notice of dishonor, protests and all other notices whatsoever in connection with the enforcement of your payment obligations hereunder. In the event that there is any discrepancy between your records and ours regarding the amounts owed by you hereunder, our records shall be deemed correct and shall control absent manifest error. Any amounts which you are obligated to pay us under the Program (for example, when the amount of returned checks exceeds the value of C.O.D. checks collected, as reflected on your statement and including any obligations arising after cancellation of the Agreement) will be deducted from our remittances to you on subsequent days until the amounts owed to us are paid in full. If remittances are insufficient for us to recover amounts owed to us by you, then we will debit your Company Bank Account and you hereby authorize and direct us to make any and all such debits without the necessity of providing you with prior notice thereof. We may subtract from current remittances due to you or debit your Company Bank Account for any outstanding amounts (i) due to us under or in connection with any other C.O.D. program offered by us and in which you participate, (ii) that you owe to UPS for C.O.D. delivery or any other shipping services or (iii) otherwise incurred by you and due and owing under or in connection with any agreement between you and UPS or UPS Capital. As security for your obligations arising hereunder and under any agreement governing the terms of any other C.O.D. program offered by us in which you may now or hereafter participate, you hereby grant us a lien on and security interest in your Company Bank Account, and authorize us to take any action to perfect our rights therein. Without limiting the foregoing in any way, you agree to enter into deposit account control agreements for any Company Bank Account as UPS Capital may, in our sole discretion, deem necessary to protect our interests under the Agreement.

We may, at any time, request instead that you pay us directly for any amount you owe to us, and you agree to pay such amount within five (5) business days of such request. Any amounts owing to us after such grace period ends shall bear interest until paid at an annual rate equal to the lesser of the Prime Rate of interest as announced in The Wall Street Journal on the last business day of each month plus five percent (5%) or the highest rate permitted by applicable law. If payment has not been received or a mutually agreed upon payment plan has not been established within five (5) business days after receiving a request for payment, we reserve the right to take any and all additional action permitted by applicable law to ensure collection of such deficient payments. You also agree to pay all costs and expenses incurred by UPS Capital in any efforts undertaken to enforce our rights hereunder or to collect any amounts owed to us hereunder, including, without limitation, attorney’s fees at the rate of fifteen percent (15%) of the aggregate amount of obligations owing by you hereunder or the highest amount permitted by applicable law. Your payment obligations hereunder shall be binding upon your successors and permitted assigns.

You agree to indemnify us from any and all losses, damages, costs, fees, judgments or other liabilities, including reasonable legal and professional fees and charges (collectively, "Avoidance Action Liabilities"), arising from or incurred in connection with an effort, demand or action to avoid a transfer by you or a consignee to or for the benefit of UPS, UPS Capital or any of their respective affiliates, whether such matter is raised or brought under the federal bankruptcy code, 11 U.S.C. § 547, 548, 549, 550 or 551, or any similar state or federal law allowing for the avoidance of payments as preferences, as fraudulent conveyances or transfers, or as other voidable transfers of any type or kind (collectively, "Avoidance Actions"). In the event an Avoidance Action is filed or threatened, we shall retain counsel (and any other necessary professionals) of our choosing, and you agree to reimburse us, as and when they are incurred, for any Avoidance Action Liabilities.

The Agreement is not intended to and shall not reflect a transfer to UPS or UPS Capital of title or possession of any goods or property shipped for any purpose, including state sales and use taxes. Neither UPS nor UPS Capital shall have any responsibility to collect, remit or report sales and use taxes in any jurisdiction in connection with goods shipped under or in connection with the Agreement. You are solely responsible for those obligations, and you will indemnify UPS and UPS Capital for any sales and use taxes, interest, penalties and other expenses or damages, including reasonable attorney’s fees and charges, incurred by UPS or UPS Capital as a result of any failure on your part to comply with applicable sales and use tax obligations.

4. Term and Termination. The Agreement is effective immediately upon your receipt of notice of our acceptance of your enrollment into the Program and will remain in effect, as modified by us from time to time, until terminated by you or us as provided herein.

You may terminate your participation in the Program at any time by providing at least fifteen (15) calendar days prior written notice to us at 425 Day Hill Road, Windsor, CT 06095, ATTN: C.O.D. Customer Service. We may terminate your participation in the Program (i) at any time by providing at least ten (10) calendar days prior written notice to you at your last known address; or (ii) immediately and without prior notice, (a) if you should fail to pay or perform any of your obligations to us under the Program or the Agreement; (b) if you terminate all or any part of the authorizations contained in the Enrollment Form or close or place restrictions affecting payment of amounts due hereunder on your Company Bank Account without providing alternate account information on a PIC Form or new Enrollment Form; (c) if necessary (as determined by us in our sole discretion) for us to comply with any applicable law, rule or regulation; (d) if you are in default of your obligations under any other agreement between you and us or any of our affiliates; or (e) upon the occurrence of any of the following events: you (1) undergo liquidation or dissolution, (2) commence (or have commenced against you) bankruptcy proceedings or other similar proceedings, (3) sell all or substantially all of your assets, or (4) suffer a material adverse change in your financial condition, and you agree to notify us in writing within three (3) business days following the occurrence of any of the foregoing events; provided, however, that during any pilot period, we may terminate your participation in the Program for any or no reason immediately upon notice of such termination to you. In the event of any such termination, (a) checks received by UPS Capital after the effective termination date will not be covered under the Program and will be forwarded to the Company for processing, and (b) checks in the possession of and awaiting deposit by UPS Capital on the effective termination date may, at UPS Capital’s sole option, (i) be covered under the Program, or (ii) be promptly forwarded to the Company for processing and UPS Capital shall assume no responsibility for the deposit of such checks returned to the Company.

Beginning with the date of our receipt of your notice of termination or the date of our notice of termination to you, as applicable, the method by which we will determine the amount of funds to transfer to your Company Bank Account will change. You will receive a provisional credit for all checks deposited by UPS Capital under the Program on or before the effective date of termination. However, rather than transferring to your Company Bank Account the full amount of the face amount of each check received by us from each of your consignees, less any fees and dishonored checks, we will forward to you the lesser of (a) 50% of the amount that would otherwise be due to you or (b) 50% of the amount of your actual average daily C.O.D. collections under the Program for the month immediately prior to notice of termination. We will forward to you the remaining amount of such provisional credit, if any, less any Program fees and the full amount of any dishonored checks, within thirty (30) calendar days after the effective termination date; provided, however, if this date falls on a non-Banking Day, such action will be taken on the next Banking Day. If the combined amount of any Program fees and dishonored checks exceeds the amount of funds withheld by us, we will provide you with a statement reflecting the amounts owed to us, and you agree to remit the balance within ten (10) business days after the statement date.

UPS Capital reserves the right to discontinue the Program at any time and to change the features, terms and conditions of the Program from time to time, and such changes in each case will be effective on the 30th day following the date such changes are posted on our website at http://www.upscapital.com/solutions/cod_enhancement_services.html (the “Delayed Deposit Website”) or otherwise communicated to you unless otherwise specified by us. You agree to be bound by any such changes without further action on the part of either party unless you notify us in writing prior to the effective date of such changes.

5. Delayed Deposit Process. Upon our approval of your enrollment in the Program, you will receive a user identification (your “MY UPS ID”) for access to the Delayed Deposit Website. Your MY UPS ID should not be disclosed to any person that you do not authorize to access your information on the Delayed Deposit Website and give direction regarding your Delayed Deposits. Using C.O.D. shipping data provided by UPS approximately two (2) days following package delivery, UPS Capital will create and make available on the Delayed Deposit Website a report in substantially the form attached hereto as Exhibit A (the “Deposit Scheduling Report”) containing C.O.D. shipment and check information for the Company, if any, provided to us as of the date of the Deposit Scheduling Report and that has not been previously reported to you. The updated Deposit Scheduling Report will be available on the Delayed Deposit Website no later than 12:00 p.m. Eastern Time on each Banking Day. We will send an email alert to you no later than 12:00 p.m. Eastern Time on each Banking Day for which there is new C.O.D. shipment and check information at the email address provided by you on the Enrollment Form to notify you of pending C.O.D. deposits. The Company will access the Deposit Scheduling Report by logging into the Delayed Deposit Website. Each time the Company is notified via email of new pending C.O.D. deposits, the Company will log in to the Delayed Deposit Website and enter the Deposit Date for each C.O.D. check listed on the report. Note: The Deposit Scheduling Report will be available to you online before UPS Capital has physical possession of the checks, so the Deposit Date must be at least two (2) Banking Days following the date of the Deposit Scheduling Report. Each check will be deposited on the Deposit Date specified by you in the Deposit Scheduling Report or, if the Deposit Date specified by you is not a Banking Day, on the first Banking Day following the Deposit Date. The Deposit Date must be within ninety (90) calendar days of the package delivery date. If you specify a Deposit Date that is greater than ninety (90) days from the package delivery date, UPS Capital will deposit such check on the date that is ninety (90) calendar days after the package delivery date or, if such date is not a Banking Day, on the first Banking Day immediately following such date. If you specify a Deposit Date less than two (2) Banking Day following the date of the Deposit Scheduling Report, UPS Capital will deposit such check at the earliest practical date, which is usually the next Banking Day. If you do not specify a Deposit Date for any check listed on a Deposit Scheduling Report within five (5) Banking Days of the Deposit Scheduling Report being made available to you, such check will be deposited a number of days following the C.O.D. package delivery date as set out on the ATA (the “Default Deposit Number of Days” and the date of such delivery, the “Default Date”). If the Default Date falls on a date that is not a Banking Day, UPS Capital will deposit such check on the first Banking Day immediately following the Default Date. UPS Capital is not responsible for any claims or losses resulting from the Company’s delay or failure in specifying a Deposit Date for any check listed on a Deposit Scheduling Report. Any change to a Deposit Date must be made by 5:00 p.m. Eastern Time on the scheduled Deposit Date or the Default Date.

In addition to the Deposit Scheduling Report, UPS Capital will provide a separate report via email (the “Status Report”), substantially in the Form attached hereto as Exhibit B, to the Company each Banking Day indicating (i) checks that have been deposited; and (ii) checks that are being held for delayed deposit.

6. Security Procedures / Limitations of Liability. You hereby acknowledge that anyone with access to or knowledge of your MY UPS ID will be able to and will be deemed authorized to login to the Delayed Deposit Website and view your packages in process, tracking numbers and delivery dates, Delayed Deposit Scheduling Reports, check images (MICR line redacted), and will be able to give direction regarding your Delayed Deposits, including setting Deposit Dates or changing your Default Deposit Number of Days. You hereby acknowledge that any instruction given via the Delayed Deposit Website through use of your MY UPS ID shall be deemed authorized by you and shall be effective as your instruction pursuant to the terms of the Agreement. You further acknowledge that the Company shall be solely responsible and shall indemnify UPS and UPS Capital for any losses or damages caused by, incurred because of or related to any use of or access to the Delayed Deposit Website through use of your MY UPS ID whether or not such access was authorized by you.

In the event that the Company fulfils its responsibilities hereunder in designating a valid Deposit Date on the Deposit Scheduling Report within the time frame required, but UPS Capital fails to deposit a check on the Deposit Date specified by the Company (or on the next Banking Day, if the Deposit Date is not a Banking Day) and such check is returned unpaid for nonsufficient funds, UPS Capital’s sole obligation to the Company shall be for reimbursement for the face amount of the check, provided that the Company (a) assigns its rights to receive payment from the drawer of such check for the shipment(s) in respect of which such check was issued, and in such check, to UPS Capital pursuant to documentation in form and substance satisfactory to UPS Capital, and (b) takes such efforts as UPS Capital may reasonably request to assist in the collection of such payment amounts owed by the drawer of such check.

UPS Capital shall be responsible only for performing obligations expressly undertaken under the terms of the Agreement and, shall only be liable for its gross negligence or willful misconduct in performing such obligations unless otherwise expressly provided herein or required by applicable law. UPS Capital shall be entitled to rely solely on the information provided by the Company pursuant to the Agreement and shall have no liability whatsoever for the accuracy or completeness thereof. All exclusions of liability hereunder shall apply regardless of the form in which a claim for loss or damages is asserted, whether in contract, tort (including negligence), warranty, or upon any other legal or equitable grounds. Further, in no event and under no circumstances whatsoever shall UPS or UPS Capital be liable for any punitive, special, indirect, incidental or consequential losses or damages which the Company may incur in connection with participation in the Program or resulting from UPS Capital’s acts or omissions pursuant to the Agreement whether or not the likelihood of such damages was or could have been known or contemplated by UPS Capital.

Provided that UPS Capital shall have acted reasonably and in good faith, you acknowledge and agree that we may rely upon, and we have no responsibility to investigate, the authority of any person who submits any form regarding the Program or any Primary Program to UPS Capital under your purported authority. You further acknowledge that any party to the Agreement may request changes to the terms of the Program and that all entities that are party to the Agreement will be deemed to have authorized any such changes. You agree to indemnify and hold UPS Capital harmless from any and all losses, damages, costs, fees, judgments or other liabilities, including reasonable legal and professional fees and charges (collectively, "Damages"), arising from or incurred in connection with any unauthorized request regarding the Program submitted to us under your purported authority, which request we accept and act on in good faith.

This Program utilizes the banking systems of the United States and Canada. You hereby acknowledge and agree that UPS Capital shall have no responsibility or liability whatsoever for the acts or omissions of or any errors or delays caused by any person or entity, other than those persons and entities acting under UPS Capital’s express authority and on UPS Capital’s behalf, and no such person shall be deemed an agent of UPS Capital. Such limitation of liability shall include, but not be limited to, the acts or omissions of or any errors or delays caused by the Company or any of its employees, representatives, or agents; any clearing house association, processor, or transmission or communications facility through which ACH entries may be originated; any Federal Reserve Bank or any other country’s central bank; and any other financial institution. In no event will UPS Capital be responsible for inspecting, acknowledging or taking any action in respect to check dates or any date or other restrictions noted or placed on a check.

You further acknowledge and agree that UPS Capital shall be excused from failing to act or delay in acting if such failure or delay results from circumstances beyond our control, including but not limited to acts of God, strikes, and other labor disputes, civil disorder, catastrophes of nature, fire, explosion, natural or man-made floods or any severe weather, war, failure of a communication or computer system, nuclear attack, embargoes, actions or inactions of governmental authorities affecting either UPS Capital or our agents or if UPS Capital reasonably believed that action would have violated any law, rule or regulation. UPS Capital agrees to make reasonable efforts to prevent any such occurrence from affecting execution of its obligations under the Agreement.

7. Miscellaneous. The Agreement and any addenda or amendments thereto that you and we may enter into from time to time and the terms and conditions of the applicable Primary Program(s) constitute our entire understanding and agreement with you relative to your participation in the Program. The Agreement may not be modified or amended except by our express written consent or as otherwise provided for herein. The Agreement shall be governed by Georgia law, without regard to its conflicts of laws provisions. If any disputes should arise between you and us in regard to the terms of the Agreement, or their interpretation, and you intend to take legal action to resolve such dispute, you agree to notify us of your intent at least thirty (30) calendar days prior to filing suit. Any such dispute shall be brought only in state or federal courts in the Northern District of Georgia, which all parties agree shall have exclusive jurisdiction, and you waive any claims that such jurisdiction or venue is improper, inconvenient or inappropriate.

The section headings used herein have been inserted for convenience and for reference only and shall not be deemed to be a part of the Agreement. In the event any provision of the Agreement is determined to be unenforceable, the remainder of the Agreement shall continue in full force and effect until terminated in accordance with its terms.

You understand that we will rely on the information you provide to us (including, without limitation, the information provided by you in the Enrollment Form) as being accurate and complete and you agree that such reliance is justified. You agree to promptly notify us of any change in the information you have provided to us. Our obligations to you under the Program shall become void if you knowingly have made a false statement to us in connection with your enrollment or participation in the Program, or in connection with any check. Upon request, you agree to provide us with any additional information we may need in order to facilitate your participation in the Program and/or to comply with any applicable law, rule or regulation. If you fail to provide us with such information upon request, we may, in our sole discretion, terminate the Agreement immediately upon written notice to you. Without limiting the generality of the foregoing, you represent and warrant (which representation and warranty shall be deemed to be continuing and remade by you each time we handle a check under the terms of this Agreement) that the commodities shipped by you as a C.O.D. shipment via UPS (1) are permitted to be shipped in accordance with the Terms and the UPS Rate and Service Guide, in each case as in effect at the time of shipping, (2) without limitation of clause (1), do not violate any federal, state, provincial or local laws or regulations applicable at any time to such commodities or the shipment thereof, and (3) without limitation of clauses (1) and (2), are not prescription drugs, drug paraphernalia (including but not limited to water bongs, marijuana pipes and other accessories intended for use with illegal drugs, and synthetic urine and other drug masking products) or substances listed as controlled under a state or federal law, and (4) without limitation of clauses (1), (2) and (3), are not hemp or cannabidiol (CBD) products, including, without limitation, CBD products consisting of oil, lotions, soaps, beauty products and clothing.

You agree that UPS or UPS Capital have the right to audit you at any time and for any reason. The scope of these audits may include but is not limited to: opening and inspecting your packages and examining and reviewing your books, records, facilities, product lists and/or customer lists. You acknowledge and agree that we may not return to you any unauthorized shipments found through package audits.

You agree to indemnify, defend, and hold harmless UPS Capital, its parent corporation, and affiliated companies, their officers, directors, employees, agents, and their successors and assigns, from all claims, demands, expenses, liabilities, causes of action, enforcement procedures, and suits of any kind or nature brought by a governmental agency, or any other person or entity, arising from or related to your nonconformance with governmental laws or regulations applicable to any of your shipments via UPS or with UPS requirements applicable to any such shipment, from your tendering any prohibited item for shipment, your failure to comply with the Terms or your breach of the foregoing representation and warranty.

The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Company and UPS Capital and each of their respective successors and assigns; provided, however, that the Company may not, without the prior written consent of UPS Capital, assign any of its rights or powers, or delegate any of its duties or obligations hereunder and any prohibited assignment or delegation shall be void. UPS Capital may, at any time and without any notice to or consent by the Company, assign any of its rights or powers, or delegate any of its duties or obligations, hereunder.

Notices to you pursuant to the Agreement, when required to be in writing, may be made, in our discretion, via U.S. Mail, via facsimile, via email to the address provided by you on the Enrollment Form (or to the most recent address, fax number or email address provided by you to UPS Capital if different from the information provided on the Enrollment Form), or by the posting of such information on the Delayed Deposit Website. In the event that the Enrollment Form was signed by more than one company, notices to each Company that is a party to the Agreement shall be deemed given when delivered as specified above to any Company identified on the Enrollment Form.