LAST MODIFIED

August 15, 2021

Terms of Use

These terms of use are entered into by and between you, an individual, organization or commercial entity (“you” or “your”) and Felux Inc. ("Company", "we" or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these "Terms of Use"), govern your access to and use of www.Felux.com (the "Felux Platform", the “website” or the “site”), including any content, functionality and services offered on, through, or in connection with or through the Felux Platform, whether as a guest or a registered user. These Terms of Use expressly incorporate by reference the attached Terms and Conditions of Logistics Services and Terms and Conditions of Payment Solutions.

By using the Felux Platform or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, which is incorporated by reference.

This Felux Platform is offered and available only to users who are 18 years of age or older. By using this Felux Platform, you represent and warrant that you are 18 years of age or older.

1. Purpose of the Felux Platform

The Felux Platform is a marketplace where sellers and buyers of metal can identify each other, communicate, and buy and sell metals. Felux is not a clearing-house or a party to any contract or agreement for the sale and purchase of the metals negotiated via the Felux Platform. Felux and the Felux Platform are not, and shall not be considered or categorized as, a metals or steel broker, agent, or trader for either party. We do not warrant that any contracts or agreements facilitated by your use of the Felux Platform are complete, reliable, accurate, or appropriate for your individual circumstances. You agree that you enter into any commitment to purchase or sell via the Felux Platform with a buyer or seller, as applicable (each, a “Commitment”) relying entirely upon your own independent assessment (including your own legal counsel) of all relevant matters and do not rely upon any warranty, statement, or representation provided by us or on our behalf.

2. Use of the Felux Platform

We reserve the right to withdraw or amend this Felux Platform, and any service or material provided on the Felux Platform, in our sole discretion, without prior notice. We will not be liable if for any reason all or any part of the Felux Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Felux Platform, or to the entire Felux Platform, to registered users. You are responsible for (i) making all arrangements necessary for you to have access to the Felux Platform; and (ii) ensuring that all persons who access the Felux Platform through your internet connection are aware of these Terms of Use and our Privacy Policy and comply with them.

3. Account Security

You will be provided with a user name, password and other access information as part of our security procedures (the “Authentication Means”), and you must treat the Authentication Means as confidential, and you must not disclose them to any other person or entity. You agree to notify us immediately of any unauthorized access to or use of your user name or password or other Authentication Means or any other breach of security. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time if, in our sole discretion, we determine that you have violated any provision of these Terms of Use.

4. Fees and Payments

Any amounts to be remitted to a seller for each transaction on the site will be subject to the fees as set forth in the Schedule of Fees Addendum, which is incorporated into and made a part of these Terms of Use. Felux reserves the right to change some or all of its fees at any time.

5. Taxes

Depending on your business status and location, Felux may be required to charge any applicable taxes, duties, or levies and remit it to the relevant tax authority. If Felux is required under tax laws or regulations to report sales-related information, you agree to provide such information to Felux. If required in the applicable jurisdictions, Felux reserves the right to collect any taxes from the buyer or seller and pay such taxes to the relevant tax authority.

6. Intellectual Property Rights

The Felux Platform and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and their design, selection and arrangement), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Felux Platform for your internal business purposes only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Felux Platform.

7. Trademarks

The Company name, the term Felux and the Felux logo, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company.

8. Prohibited Uses

You may use the Felux Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Felux Platform:

  • In any way that violates any federal, state, local or international law or regulation.
  • To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards (described below).
  • To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail", "chain letter" or "spam" or other similar solicitation.
  • To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity.
  • Use the Felux Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Felux Platform.
  • Use any robot, spider or other automatic device, process or means to access the Felux Platform for any purpose, including monitoring or copying any of the material on the Felux Platform.
  • Use any manual process to monitor or copy any of the material on the Felux Platform or for any other unauthorized purpose without our prior written consent.

Users acknowledge that failure to comply with all applicable export and import laws and regulations may cause Users to be liable for sanctions and penalties, both criminal and civil, for failure to comply with the applicable laws and regulations.  Users acknowledge that failure to comply with all applicable export and import laws and regulations may cause Users to be liable for sanctions and penalties, both criminal and civil, for failure to comply with the applicable laws and regulations. Users further acknowledge that they are responsible for complying with any and all laws and regulations regulating intrastate, interstate and international commercial transactions initiated, negotiated or concluded on this site.  Felux is not liable for any sanctions or penalties imposed on Users for the failure of Users to be informed of and compliant with any laws, regulations or procedures that affect participation on this site.

9. User Contributions

The Felux Platform may contain interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Felux Platform. All User Contributions must comply with the Content Standards. Any User Contribution you post to the site will be considered non-confidential and non-proprietary. Please note that your pricing information will be treated as confidential and will not be used in a non-aggregated manner without your prior permission.

You represent and warrant that:

  • You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us, our affiliates and our service providers, and each of their and our respective licensees, successors and assigns.
  • All of your User Contributions do and will comply with these Terms of Use.
  • During your time as a registered user of the Felux Platform and for 6 months thereafter, you grant the Company the non-exclusive, paid up right to use and/or display your company’s name and logo on any Felux website and/or in promotional materials identifying you as a Felux user.

User contributions are based solely on unverified data that users voluntarily submit to the Company and does not constitute and will not be construed as an introduction, endorsement, or recommendation by the Company; the Company provides such information solely for the convenience of its users. We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Felux Platform.

We do not warrant the accuracy, completeness or usefulness of information presented on or through the Felux Platform. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Felux Platform, or by anyone who may be informed of any of its contents.

We may provide complimentary onboarding services or other services to you in connection with your use of the Felux Platform. If we input content on your behalf, you agree that such content shall be considered a “User Contribution” posted by you. We are not responsible for its accuracy or completeness. It is your responsibility to review and evaluate its accuracy and completeness. We disclaim all liability and responsibility arising from any such services provided to you.

10. Monitoring and Enforcement; Termination

We have the right to:

  • Remove or refuse to post any User Contributions in our sole discretion.
  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
  • Take appropriate legal action for any illegal or unauthorized use of the Felux Platform.
  • Terminate or suspend your access to all or part of the Felux Platform in our sole discretion.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Felux Platform. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

11. Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. Without limiting the foregoing, User Contributions must not:

  • Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, illegal or otherwise objectionable.
  • Violate any federal, state, local or international law or regulation
  • Be likely or intended to deceive any person.
  • Promote or facilitate any illegal activity, or advocate, promote or assist any unlawful act.
  • Involve contests, sweepstakes, sales promotions, or advertising.

12. Information About You and Your Visits to the Felux Platform

All information we collect on this Felux Platform is subject to our Privacy Policy. By using the Felux Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

13. Linking to the Felux Platform and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our prior written consent.

This Felux Platform may provide social media features that enable you to:

  • Link from your own or third-party websites to certain content on this Felux Platform.
  • Send e-mails or other communications with content, or links to content, on this Felux Platform.
  • Cause limited portions of content on this Felux Platform to be displayed or appear to be displayed on your own or third-party websites.

You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with, and otherwise in accordance with any terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

  • Establish a link from any website that is not owned by you.
  • Cause the Felux Platform or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
  • Link to any part of the Felux Platform other than the homepage.
  • Otherwise take any action with respect to the materials on the Felux Platform that is inconsistent with any other provision of these Terms of Use.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right in our sole discretion to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.

14. Links from the Felux Platform

If the Felux Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Felux Platform, you do so entirely at your own risk and subject to these websites terms and conditions of use.

15. Geographic Restrictions

The owner of the Felux Platform is based in Ohio. We make no claims that the Felux Platform or any of its content is accessible or appropriate outside of the United States. Access to the Felux Platform may not be legal by certain persons or in certain countries. If you access the Felux Platform from outside the United States, you do so on your own initiative and are responsible for compliance with all local laws.

16. Disclaimer of Warranties

You understand that we cannot and do not make any guarantees or warranties about the truth and/or accuracy of a listing, RFQ or other advertisements, the suitability, quality, and/or existence of listed items, and/or the ability of users to actually enforce or complete a transaction. Felux does not warrant that sellers are the legal owners of the steel listed on the Felux Platform.

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Felux Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY, NOR ITS EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS, DIRECTORS, AFFILIATES, OR THEIR SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “COMPANY REPRESENTATIVES”), MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY, NOR THE COMPANY REPRESENTATIVES, REPRESENT OR WARRANT THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

17. Limitation on Liability

IN NO EVENT WILL THE COMPANY OR THE COMPANY REPRESENTATIVES BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

18. Indemnification

You agree to defend, indemnify and hold harmless the Company and the Company Representatives from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including attorneys' fees) arising out of or relating to your violation of these Terms of Use or any applicable law, regulation or rule or your use of the Felux Platform, including, but not limited to, your User Contributions, any use of the Felux Platform's content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Felux Platform.

19. Governing Law

All matters relating to or arising out of the Felux Platform and these Terms of Use and any dispute or claim arising out of or relating to them (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction).

20. Arbitration

You, the Company, and the Company Representatives agree that any claim, dispute, issue, or controversy that arises out of or relates to these Terms of Use, your relationship with the Company, the termination of your relationship with the Company, or the Felux Platform, (each, a “Claim”) shall be resolved in accordance with this Section 18 (sometimes referred to as the “Arbitration Provision”).

Before serving a demand for arbitration of a Claim, you and the Company agree to first notify each other of the Claim. You agree to notify the Company of the Claim at Attn: Legal, 6001 Euclid Ave. Suite #150 Cleveland, OH 44103 or by email to support@felux.com, and the Company agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and the Company shall first seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or the Company, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and the Company will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.

In the unlikely event the parties are unable to resolve a Claim, you, the Company, and the Company Representatives agree that any Claim shall be resolved in Cleveland, Ohio by final and binding arbitration before an arbitrator from JAMS. JAMS may be contacted at www.jamsadr.com.

    (a) SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION

This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with the Company ends. This Arbitration Provision is intended to apply to the resolution of Claims that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.

Arbitration will be conducted in Cleveland, Ohio in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by a user that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the user is located. The applicable JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures”. Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.

You and the Company will follow the applicable JAMS rules with respect to arbitration fees. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court subject to paragraph 15 of these Terms of Use. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.

    (b) INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION

This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and the Company agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.

    (c) CLASS AND COLLECTIVE WAIVER

This Arbitration Provision affects your ability to participate in class or collective actions. Both you and the Company agree that any Claim shall be subject solely to arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There shall be no right or authority for any Claim to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the Claim is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. However, the Company may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.

    (d) TIME LIMITATION ON CLAIMS

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

21. Waiver and Severability

No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by an arbitrator, a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

22. Entire Agreement

The Terms of Use (and its Terms and Conditions of Logistics Services and Terms and Conditions of Payment Solutions) and our Privacy Policy, and referenced policies or documents, constitute the sole and entire agreement between you and the Company with respect to the Felux Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties with respect to the Felux Platform.

23. Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them. However, any changes to the dispute resolution provisions will not apply to any Claims for which the parties have Notice on or prior to the date the change is posted on the Felux Platform. Your continued use of the Felux Platform following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes.

24. Your Comments and Concerns

This website is operated by Felux Inc. All feedback, comments, requests for technical support and other communications relating to the Felux Platform should be directed to: support@felux.com.


TERMS AND CONDITIONS OF PAYMENT SOLUTIONS

These terms and conditions (this “Agreement”) are entered into by and between the company accepting this Agreement (“you” or “your”) and Felux Inc. (“Felux”). Capitalized terms shall have the meaning ascribed to them in this Agreement.

This Agreement sets forth the terms under which you may utilize shipping payment solutions services provided by a third-party (the “Services”). By using Felux’s Services, you confirm your agreement to be bound by this Agreement. If you do not agree to the terms of this Agreement, you may not use Felux’s Services. Your use of Felux’s Services is subject to this Agreement, as may be modified or updated by Felux from time to time, effective upon posting of an updated version of this Agreement.

1. FEES AND PAYMENTS

1.1 Fees.

In consideration of Felux’s provision of the Services, you shall pay to Felux all applicable charges (collectively, the “Fees”) without offset on the terms set forth below.

1.2 Payment Terms.

You agree to the following with respect to the Services: You will pay to Felux the amount of fees reflected on the attached Schedule of Fees - - Payment Solutions. Any amounts to be remitted to a seller for each transaction on the site will be subject to the fees as set forth in the Schedule of Fees Addendum, which is incorporated into and made a part of these Terms of Use. Felux reserves the right to change some or all of its fees at any time.

Unless otherwise stated, all fees are quoted in US Dollars (USD). We are not responsible in any way for any fraudulent paymet or credit information provided by any third parties.

1.3. Taxes.

Depending on your business status and location, Felux may be required to charge any applicable taxes, duties, or levies and remit it to the relevant tax authority. If Felux is required under tax laws or regulations to report sales-related information, you agree to provide such information to Felux. If required in the applicable jurisdictions, Felux reserves the right to collect any taxes from the buyer or seller and pay such taxes to the relevant tax authority.

2. TERM AND TERMINATION

2.1 Term.

This Agreement shall commence upon the earliest of your initial use of the Services or acceptance of this Agreement and shall remain in effect until terminated (the “Term”).

2.2 Termination.

Either party may terminate this Agreement with or without cause upon five (5) business days’ advance written notice to the other party; provided that notwithstanding any such notice from you, this Agreement will remain effective and binding on you for so long as you use the Services. All outstanding payment obligations and Sections 4 through 8 of this Agreement shall survive the termination of this Agreement.

3. PAYMENT SOLUTIONS AND OTHER PROVISIONS

Felux will offer the services of a third-party, Balance, for you, in your sole discretion, to utilize in connection with a transaction but has no further responsibility other than offering the Services.

FELUX IS NOT A BANK OR FINANCIAL INSTITUTION. NO INTERPRETATION OF WRITTEN OR ORAL REMARKS IN ANY AGREEMENT OR DOCUMENT SHALL BE CONSTRUED TO IMPLY FELUX IS A BANK OR FINANCIAL INSTITUTION.

4. WARRANTY AND DISCLAIMER OF LIABILITY

4.1 Mutual Warranties.

Each party represents and warrants that: (a) such party has the full right, power and authority to enter into this Agreement; and (b) such party’s acceptance of this Agreement, as well as such party’s performance of the obligations set forth in this Agreement, does not and will not violate any other agreement to which such party is a party.

4.2 Your Warranties.

You represent and warrant that: (a) you have all rights and permissions necessary to provide Felux with any information provided to Felux in connection with the Services; (b) you are in compliance, and shall remain in compliance during the term of this Agreement, with all applicable local, city, municipal, provincial, state, federal, national, and international laws, rules and regulations (collectively, “Law”); and (c) that you are a legitimate lawful business and not engaged and will not in engage in any conduct which may be contrary to any Law.

4.3. Disclaimer of Warranties.

EXCEPT AS EXPRESSLY PROVIDED, FELUX PROVIDES ACCESS TO THE SERVICES “AS IS” AND WITHOUT WARRANTY. FELUX DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (A) ANY IMPLIED OR STATUTORY WARRANTIES COVERING THE SERVICES AND (B) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

5. LIMITATIONS

5.1 Limitations of Liability.

IN NO EVENT SHALL FELUX BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF BUSINESS OR PROFITS, SUFFERED BY THE OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF FELUX OR YOU (OR AGENTS OF FELUX OR YOU) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMANGES. IN NO EVENT SHALL FELUX BE LIABLE UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES IN AN AMOUNT EXCEEDING THE AMOUNT OF THE FEES PAID BY YOU TO FELUX FOR THE SPECIFIC SERVICES FOR THE PARTICULAR TRANSACTION INVOLVED.

5.2 Your Time Limitation to Bring Action.

REGARDLESS OF ANY OTHER STATUTE OF LIMITATIONS PROVIDED UNDER APPLICABLE LAW, NO CLAIM, LITIGATION OR ACTION OF ANY KIND, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THIS AGREEMENT AND/OR THE SERVICES MAY BE BROUGHT BY YOU AGAINST FELUX MORE THAN TWO YEARS AFTER THE OCCURRENCE OF THE CIRCUMSTANCES UNDERLYING SUCH CLAIM, LITIGATION OR ACTION.

6. INDEMNIFICATION

You agree to defend, indemnify and hold harmless Felux and its agents and representatives from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees arising out of or relating to the Services.

7. PROPRIETARY RIGHTS

7.1 No Publicity.

Neither party may use or reference the other party’s name, logo, trademarks or service marks in a press release or otherwise without the prior consent of such other party in each instance.

7.2 Ownership.

Felux and its affiliates are and shall remain the owners of all right, title and interest in and to the Services, and its other products and technologies including any updates, enhancements and new versions, and all related documentation and materials provided or available to you or your users in connection with this Agreement.

8. GENERAL CONDITIONS

8.1 Governing Law.

Except to the extent governed by applicable United States federal law, this Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its choice or conflict of laws provisions.

8.2 Entire Agreement.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all other agreements and understandings, both written and oral, between the parties with respect to the subject matter.

8.3 Force Majeure.

Nonperformance of either party under this Agreement shall be excused to the extent and during the period that performance is rendered impossible by strike, fire, flood, earthquakes, weather conditions, war, acts of terrorism, governmental acts or orders or restrictions, local or national disruptions to transportation networks or operations, fuel shortages or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party. This Section 8.3 does not apply to your obligation to pay Fees under this Agreement.

8.4 Severability.

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

8.5. Assignment.

This Agreement is not transferable and may not be assigned by you, in whole or in part, without the prior written consent of Felux. Subject to the foregoing, this Agreement shall be binding upon all successors and assigns of a party.

8.6 Attorney’s Fees.

In any litigation between the parties, the non-prevailing party shall pay the prevailing party the prevailing party’s reasonable attorney fees and all other costs of proceedings incurred in enforcing this Agreement.

8.7 Notice.

Notice shall be in writing and provided as follows:

6001 Euclid Ave.

Suite #150

Cleveland, OH 44103

8.8 Independent Enterprises.

Felux and you are and shall remain independent business enterprises. Neither party is the representative or agent of the other and neither party shall have any power to assume any obligations on behalf of the other. You represent that the individual accepting this Agreement is authorized by you to bind, and does bind, you to these terms. This Agreement does not create a joint venture, joint enterprise or partnership between the parties.

8.9 Confidentiality.

You agree to hold in confidence any confidential and proprietary information of Felux that you become aware of in connection with the Services.


TERMS AND CONDITIONS OF LOGISTICS SERVICES

These terms and conditions (this “Agreement”) are entered into by and between the company accepting this Agreement (“you” or “your”) and Felux Inc. (“Felux”). Capitalized terms shall have the meaning ascribed to them in this Agreement.

This Agreement sets forth the terms under which you may utilize Felux’s shipping services (the “Services”). By using Felux’s Services, you confirm your agreement to be bound by this Agreement. If you do not agree to the terms of this Agreement, you may not use Felux’s Services. Your use of Felux’s Services is subject to this Agreement, as may be modified or updated by Felux from time to time, effective upon posting of an updated version of this Agreement.

1. FEES AND PAYMENTS

1.1 Fees.

In consideration of Felux’s provision of the Services, you shall pay to Felux all applicable charges (collectively, the “Fees”) without offset on the terms set forth below.

1.2 Payment Terms.

You agree to the following with respect to the Services: You will pay to Felux the amount of any shipment price quote accepted by you or any other amounts otherwise agreed between the parties and, in addition, will pay to Felux the fees set forth below when any accessorial event occurs on your shipments.

2. TERM AND TERMINATION

2.1 Term.

This Agreement shall commence upon the earliest of your initial use of the Services or acceptance of this Agreement and shall remain in effect until terminated (the “Term”).

2.2 Termination.

Either party may terminate this Agreement with or without cause upon five (5) business days’ advance written notice to the other party; provided that notwithstanding any such notice from you, this Agreement will remain effective and binding on you for so long as you use the Services. All outstanding payment obligations and Sections 5 through 8 of this Agreement shall survive the termination of this Agreement.

3. TRANSPORTATION AND OTHER PROVISIONS

Felux will solicit carriers with authority to operate under the FMCSA but has no further responsibility for the carrier, its drivers or the equipment. Felux will not provide any insurance of any sort in connection with the Services. Felux is not responsible for loading, unloading or storage.

FELUX IS NOT A CARRIER. NO INTERPRETATION OF WRITTEN OR ORAL REMARKS IN ANY AGREEMENT OR DOCUMENT SHALL BE CONSTRUED TO IMPLY FELUX IS A CARRIER.

A “carrier”, as used in this Agreement, means any motor carrier, freight forwarder, or trucking company, including a carrier as defined by 49 USC § 13102(3) with authority issued by the federal and/or applicable state governments or a carrier with authority issued by any other applicable governmental authority.

The carrier shall be solely responsible for (i) controlling the method, manner, and means of accomplishing the carrier’s services, (ii) the acts and omissions of each of its employees, agents, contractors, independent contractors, subcontractors and other service providers, (iii) complying with all laws and regulations applicable to the carrier and (iv) any cargo loss or damage in accordance with applicable United States federal law. Carriers may limit their liability for cargo loss, damage, or delay. Felux does not assume any liability or financial responsibility for cargo, including any loss, theft, damage or delayed delivery. Felux will not be responsible for any claims for cargo loss, damage, or delay that are denied by the carrier, even if Felux assists you with the claim.

In addition, Felux may tender loads sent to it by you to another broker to arrange for transportation by a third-party motor carrier, in which case you agree that the broker will be responsible for the selection of the transporting motor carrier.

You agree that the amount Felux pays to a motor carrier or a broker for transportation services is proprietary business information of Felux that will not be provided to you.

You agree that you will not tender to any motor carrier engaged by Felux in connection with this Agreement any cargo containing any hazardous materials or dangerous goods, including any hazardous material as defined at 49 U.S.C. § 5102(2).

4. WARRANTY AND DISCLAIMER OF LIABILITY

4.1 Mutual Warranties.

Each party represents and warrants that: (a) such party has the full right, power and authority to enter into this Agreement; and (b) such party’s acceptance of this Agreement, as well as such party’s performance of the obligations set forth in this Agreement, does not and will not violate any other agreement to which such party is a party.

4.2 Your Warranties.

You represent and warrant that: (a) you have all rights and permissions necessary to provide Felux with any information provided to Felux in connection with the Services; (b) you are in compliance, and shall remain in compliance during the term of this Agreement, with all applicable local, city, municipal, provincial, state, federal, national, and international laws, rules and regulations; and (c) you have all necessary consents and authorizations from your customers (or other parties as applicable) to tender loads tendered under this Agreement. You agree to defend and indemnify Felux and its affiliates against any claim relating to a breach or alleged breach of this Section 4.2 and against any claim asserted against Felux or its affiliates by a customer of you that relates to any load tendered by you hereunder; provided that if Felux reasonably determines that you are not diligently defending any such claim, Felux may defend the claim with outside counsel of its choosing at your expense.

4.3 Disclaimer of Warranties.

EXCEPT AS EXPRESSLY PROVIDED, FELUX PROVIDES THE SERVICES “AS IS” AND WITHOUT WARRANTY. FELUX DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (A) ANY IMPLIED OR STATUTORY WARRANTIES COVERING THE SERVICES AND (B) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

5. LIMITATIONS
5.1 Limitations of Liability.

IN NO EVENT SHALL FELUX BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF BUSINESS OR PROFITS, SUFFERED BY THE OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF FELUX OR YOU (OR AGENTS OF FELUX OR YOU) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMANGES. IN NO EVENT SHALL FELUX BE LIABLE UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES IN AN AMOUNT EXCEEDING THE AMOUNT OF THE SHIPPING FEES PAID BY YOU FOR THE SPECIFIC SERVICES FOR THE PARTICULAR SHIPMENT INVOLVED.

5.2 Your Time Limitation to Bring Action.

REGARDLESS OF ANY OTHER STATUTE OF LIMITATIONS PROVIDED UNDER APPLICABLE LAW, NO CLAIM, LITIGATION OR ACTION OF ANY KIND, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THIS AGREEMENT AND/OR THE SERVICES MAY BE BROUGHT BY YOU AGAINST FELUX MORE THAN TWO YEARS AFTER THE OCCURRENCE OF THE CIRCUMSTANCES UNDERLYING SUCH CLAIM, LITIGATION OR ACTION.

6. INDEMNIFICATION

You agree to defend, indemnify and hold harmless Felux and its agents and representatives from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees arising out of or relating to the Services.

7. PROPRIETARY RIGHTS
7.1 No Publicity.

Neither party may use or reference the other party’s name, logo, trademarks or service marks in a press release or otherwise without the prior consent of such other party in each instance.

7.2 Ownership.

Felux and its affiliates are and shall remain the owners of all right, title and interest in and to the Services, and its other products and technologies including any updates, enhancements and new versions, and all related documentation and materials provided or available to you or your users in connection with this Agreement.

8. GENERAL CONDITIONS
8.1 Governing Law.

Except to the extent governed by applicable United States federal law, this Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its choice or conflict of laws provisions.

8.2 Entire Agreement.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all other agreements and understandings, both written and oral, between the parties with respect to the subject matter.

8.3 Force Majeure.

Nonperformance of either party under this Agreement shall be excused to the extent and during the period that performance is rendered impossible by strike, fire, flood, earthquakes, weather conditions, war, acts of terrorism, governmental acts or orders or restrictions, local or national disruptions to transportation networks or operations, fuel shortages or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party. This Section 8.3 does not apply to your obligation to pay Fees under this Agreement.

8.4 Severability.

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

8.5 Assignment.

This Agreement is not transferable and may not be assigned by you, in whole or in part, without the prior written consent of Felux. Subject to the foregoing, this Agreement shall be binding upon all successors and assigns of a party.

8.6 Attorney’s Fees.

In any litigation between the parties, the non-prevailing party shall pay the prevailing party the prevailing party’s reasonable attorney fees and all other costs of proceedings incurred in enforcing this Agreement.

8.7 Notice.

Notice shall be in writing and provided as follows:

6001 Euclid Ave.

Suite #150

Cleveland, OH 44103

8.8 Independent Enterprises.

Felux and you are and shall remain independent business enterprises. Neither party is the representative or agent of the other and neither party shall have any power to assume any obligations on behalf of the other. You represent that the individual accepting this Agreement is authorized by you to bind, and does bind, you to these terms. This Agreement does not create a joint venture, joint enterprise or partnership between the parties.

8.9 Confidentiality.

You agree to hold in confidence any confidential and proprietary information of Felux that you become aware of in connection with the Services.