Facility Provider Terms

Provider is an independent business and independent contractor.

Nothing in these Provider Terms creates an:

• employment relationship;
• partnership;
• joint venture;
• franchise;
• fiduciary relationship; or
• general agency

between DockLine and Provider.

Provider controls its:

• facility;
• personnel;
• equipment;
• work methods;
• staffing;
• scheduling;
• safety procedures; and
• physical operations,

subject to applicable law and the terms of Jobs Provider accepts.

DockLine operates a technology-enabled marketplace and transaction-management platform.

DockLine may:

• match Requests with Providers;
• distribute RFQs;
• collect Quotes;
• administer Jobs;
• facilitate communications;
• maintain documents and status information;
• invoice Customers;
• collect Customer payments;
• administer Provider bills; and
• remit Provider Compensation.

DockLine does not take physical possession, custody, or control of Customer goods stored or handled at Provider’s facility.

Participation does not guarantee Provider any:

• RFQ volume;
• Job volume;
• revenue;
• territory;
• exclusivity;
• ranking;
• minimum compensation; or
• continued participation.

Provider may generally decide whether to respond to an RFQ.

Once Provider accepts an awarded Job, Provider must perform according to the applicable Job terms unless released by DockLine.

Provider must maintain complete and accurate information regarding its business and facility.

Information may include:

• legal business name;
• facility name;
• address;
• contacts;
• operating hours;
• dock doors;
• dock configuration;
• yard capabilities;
• storage capacity;
• services;
• forklift and equipment capacity;
• certifications;
• commodity restrictions;
• temperature capabilities;
• licenses;
• insurance; and
• availability.

Provider must promptly update information that materially changes.

Provider may not knowingly misrepresent:

• capacity;
• equipment;
• forklift limits;
• warehouse space;
• services;
• insurance;
• licensing;
• certifications;
• commodity capabilities; or
• availability.

DockLine may rely on Provider information for marketplace matching.

DockLine may request evidence reasonably necessary to verify Provider’s:

• identity;
• facility;
• authority;
• insurance;
• licensing;
• certifications; and
• operational capabilities.

Provider authorizes DockLine to use such information to administer the marketplace and evaluate continued network eligibility.

Provider is solely responsible for maintaining all licenses, permits, registrations, and approvals required for its operations.

Provider is responsible for compliance with laws applicable to its:

• warehousing;
• workplace safety;
• employment;
• facility;
• hazardous materials;
• environmental obligations;
• equipment;
• specialized commodities; and
• transportation activities, if any.

Provider may not accept Services it is not legally or operationally qualified to perform.

Unless DockLine approves an alternative in writing, Provider must maintain the following baseline coverage where applicable to Provider’s operations.

DockLine may require higher or specialized coverage for particular Jobs or commodities.

Provider must provide certificates of insurance or other satisfactory evidence of coverage upon request.

Provider shall identify DockLine as a certificate holder when requested. Where commercially available and appropriate, DockLine may also require additional-insured status under applicable liability policies.

Provider must promptly notify DockLine of any known cancellation, expiration without replacement, or material reduction in required coverage.

DockLine’s review of insurance does not constitute a warranty that Provider has adequate insurance for every potential loss.

Provider must maintain appropriate written terms governing the physical warehousing and handling Services it performs if Provider intends to rely on contractual:

• cargo liability limitations;
• declared-value provisions;
• claims procedures;
• claims deadlines;
• storage rules;
• lien provisions; or
• similar terms.

Upon request, Provider must provide its current warehouse receipt, storage agreement, or standard facility terms to DockLine.

DockLine may make those terms available to Customers before Job award.

Provider is responsible for the legality and enforceability of its own warehouse or storage terms.

Provider may not rely on materially undisclosed terms issued only after award to change agreed commercial pricing or obligations unless the Customer agrees or applicable law independently permits the term.

An RFQ is an opportunity to Quote and does not require Provider to accept work.

Before quoting, Provider should reasonably determine that it has:

• suitable capacity;
• required equipment;
• necessary personnel;
• proper insurance;
• required licensing;
• available time; and
• appropriate facility capabilities.

Provider should request clarification if information material to the Quote or Services is incomplete.

Provider is responsible for the accuracy of its Quotes.

Quotes should disclose anticipated material charges, including where applicable:

• unloading;
• loading;
• handling;
• storage;
• pallet or unit charges;
• equipment;
• labor;
• minimums;
• after-hours charges;
• materials;
• rework;
• recurring charges;
• transportation; and
• accessorials.

Provider may not intentionally omit reasonably foreseeable charges to make a Quote artificially low and then attempt to recover those charges after award.

The Provider Compensation accepted through DockLine is the amount Provider is entitled to earn for successful performance of the applicable Job, subject to approved changes and these Provider Terms.

Provider Compensation may be different from the price charged by DockLine to Customer.

Provider acknowledges and agrees that DockLine may independently determine its Customer-facing price.

DockLine may retain compensation including:

• a spread;
• margin;
• commission;
• service fee;
• marketplace fee;
• transaction fee; or
• other compensation.

Unless DockLine expressly agrees otherwise, Provider has no right to disclosure of:

• Customer-facing pricing;
• DockLine’s margin;
• another Provider’s Quote; or
• DockLine’s internal pricing methodology.

Provider’s commercial entitlement is the Provider Compensation accepted for its Job.

Once Provider’s Quote is selected and the Job is assigned or confirmed to Provider, Provider is responsible for completing the accepted Services.

Provider may not transfer, re-broker, or assign the Job to another facility without DockLine’s prior written authorization.

Provider may use its ordinary employees and contractors but remains responsible for their work.

Provider shall perform Services:

• professionally;
• safely;
• using commercially reasonable care;
• using suitable personnel and equipment;
• in accordance with Job requirements;
• in accordance with reasonable handling instructions; and
• in compliance with applicable law.

Provider shall promptly notify DockLine of a circumstance reasonably likely to materially affect:

• cost;
• timing;
• capacity;
• cargo condition;
• safety; or
• ability to complete the Job.

Provider is responsible for goods physically in its custody to the extent required by applicable law and enforceable agreements.

Provider shall employ commercially reasonable measures to protect goods against avoidable:

• loss;
• damage;
• theft;
• contamination;
• misdelivery;
• unauthorized release; and
• improper commingling.

Provider shall maintain operational records sufficient to reasonably identify goods in its custody.

Provider should reasonably document freight received into its custody.

Where appropriate, records should identify:

• Job or reference number;
• date received;
• quantity;
• apparent condition;
• container or seal information;
• exceptions; and
• photographs.

Provider should promptly document apparent:

• damage;
• shortage;
• shifted cargo;
• contamination;
• unsafe conditions; or
• other material exceptions.

Provider should not knowingly create a clean receiving record where a material visible exception is known.

Provider is solely responsible for determining whether it holds a lawful warehouseman’s, possessory, carrier’s, or other lien.

Any assertion or enforcement of a lien must comply with applicable law.

Provider may not represent that DockLine is asserting a warehouse lien unless DockLine expressly authorizes that statement.

Provider is solely responsible for safety at its facility and during its physical operations.

Provider may refuse or stop work where continuing would create an unsafe or unlawful condition.

Provider should promptly communicate such circumstances to DockLine.

Provider agrees to maintain reasonably accurate Job status information through DockLine.

Provider must not knowingly submit false or materially misleading operational information.

Provider must provide documents reasonably required for the Job, including where applicable:

• receiving records;
• photographs;
• signed documentation;
• bills of lading;
• counts;
• warehouse receipts;
• completion paperwork;
• invoices; and
• exception documentation.

Provider represents that submitted documents are authentic to the best of its knowledge and have not been materially altered to misrepresent performance.

Provider may mark a Job complete when the accepted Services have been materially completed.

Where DockLine requests inventory or receipt information as part of completion, Provider must provide accurate information based on Provider’s operational records.

Completion does not itself mean:

• Provider has been paid;
• Customer has waived claims;
• all additional charges have been approved; or
• all post-completion requirements are satisfied.

Provider must request approval for material charges outside the accepted scope when commercially practicable.

The request should identify:

• the reason for the charge;
• amount or rate;
• supporting information where appropriate; and
• why it falls outside the original Quote.

DockLine may reject additional charges that are:

• duplicative;
• unsupported;
• unauthorized;
• inconsistent with the Job; or
• not reasonably incurred.

Reasonable emergency action necessary to protect people, property, freight, or the facility may be taken without advance approval.

Unless DockLine expressly instructs otherwise, DockLine controls Customer-facing billing for DockLine Jobs.

Provider may not independently invoice or demand direct payment from a DockLine Customer for Provider Compensation associated with a DockLine Job without DockLine’s authorization.

This does not prevent normal operational communication with Customer.

DockLine may generate or display a Provider bill based on:

• accepted Provider Compensation;
• approved additional charges;
• Job completion;
• Provider documentation; and
• applicable adjustments.

Provider must review its bill and promptly report discrepancies.

DockLine may require:

• a Provider invoice;
• completion documentation;
• W-9 or tax documentation;
• payment instructions; and
• other reasonable settlement documentation.

Provider may not knowingly submit duplicate invoices or charges.

Unless a Job expressly states different terms:

Undisputed Provider Compensation is payable Net 7 following DockLine’s receipt of cleared payment from the applicable Customer, provided Provider has:

1. materially completed the Services;
2. provided required completion documentation;
3. submitted any required Provider invoice;
4. provided valid tax information;
5. provided valid payment information; and
6. satisfied other payment requirements applicable to the Job.

Except where DockLine expressly agrees otherwise in writing:

DockLine’s receipt of cleared Customer funds for the applicable Job is a condition precedent to DockLine’s obligation to remit Provider Compensation.

If DockLine has not received cleared Customer funds, the Net 7 payment period has not begun.

Unless DockLine expressly provides a written payment guarantee for a Job, DockLine does not guarantee Customer creditworthiness or Customer payment.

DockLine may undertake commercially reasonable collection efforts.

DockLine may elect, in its discretion, to pay Provider before Customer payment without creating an obligation to do so for any other Job.

DockLine may reasonably withhold a disputed portion of Provider Compensation while investigating:

• incomplete Services;
• missing documents;
• duplicate charges;
• Customer disputes;
• chargebacks;
• reversals;
• fraud;
• cargo claims;
• materially inaccurate documentation; or
• material Provider breach.

DockLine should not withhold an unrelated undisputed amount solely because another amount is disputed, except where a lawful offset applies.

Provider is responsible for taxes arising from its:

• income;
• operations;
• employees;
• contractors; and
• Services,

except taxes DockLine expressly agrees to collect or remit.

Provider must supply accurate tax information when requested.

Provider must promptly notify DockLine of known:

• cargo damage;
• shortage;
• theft;
• loss;
• misdelivery;
• contamination; or
• significant operational incidents.

Provider must reasonably cooperate in investigating a claim and preserve relevant evidence, including where available:

• photographs;
• surveillance records;
• receiving records;
• warehouse records; and
• operational documents.

Provider remains responsible for its own acts and omissions and those of persons for whom it is legally responsible.

Any limitation Provider seeks to place on liability for physical storage or handling must arise from enforceable terms applicable to those Services and comply with applicable law.

DockLine’s limitation of liability does not become Provider’s cargo liability limitation.

Provider may communicate directly with Customer when reasonably necessary to perform a Job.

Direct communication does not remove the Job from DockLine.

Material changes involving:

• scope;
• pricing;
• billing;
• compensation;
• additional Services; or
• commercial terms

should be documented through DockLine or expressly approved by DockLine.

Provider may not knowingly use a nonpublic Customer introduction or opportunity obtained through DockLine to move the same Request, Job, or substantially identical transaction off DockLine primarily to avoid compensation or fees properly owed to DockLine.

This does not prohibit:

• documented relationships existing before the DockLine introduction;
• unrelated business independently developed by Provider;
• ordinary operational communications; or
• transactions DockLine authorizes to occur outside the Platform.

Provider may receive nonpublic information concerning:

• Customers;
• commodities;
• pricing;
• contacts;
• volumes;
• documents;
• shipping patterns;
• Requests; and
• business operations.

Provider may use such information only as reasonably necessary to evaluate, perform, manage, or enforce DockLine transactions or as otherwise permitted by law.

Provider may not sell or commercially exploit nonpublic Customer information obtained through DockLine.

DockLine may maintain information concerning Provider performance, including:

• responsiveness;
• Quote activity;
• accepted Jobs;
• completion history;
• documentation;
• cancellations;
• disputes;
• claims; and
• operational performance.

DockLine may use such information for marketplace matching, quality control, network management, and marketplace features.

Provider is not required to work exclusively with DockLine.

Provider may operate its independent business and serve its own customers.

Nothing guarantees Provider any exclusive geographic area or Customer.

DockLine owns or licenses its Platform, software, trademarks, branding, databases, workflows, matching systems, and proprietary technology.

Provider receives a limited right to use DockLine solely for legitimate marketplace participation.

Provider may not without authorization:

• scrape nonpublic marketplace information;
• systematically extract Customer data;
• resell the Platform;
• interfere with Platform security;
• misuse DockLine branding; or
• reverse engineer the Platform except where prohibited restrictions are unenforceable by law.

Provider retains ownership of Provider-supplied information.

Provider grants DockLine a nonexclusive right to process, store, reproduce, display, and transmit Provider information as reasonably necessary to:

• operate the facility profile;
• match Requests;
• distribute RFQs;
• administer Jobs;
• communicate with Customers;
• process payments;
• maintain records; and
• operate DockLine.

Provider agrees to transact electronically.

Actions such as clicking Submit Quote, Accept, Confirm, Complete, Submit for Payment, or substantially similar controls may constitute Provider’s electronic agreement, certification, or authorization.

DockLine may suspend or restrict Provider participation when reasonably necessary because of:

• expired or insufficient insurance;
• materially inaccurate information;
• loss of licensing;
• unsafe operations;
• fraud;
• unlawful activity;
• repeated material performance failures;
• misuse of Customer information;
• circumvention;
• material breach; or
• conduct creating substantial marketplace risk.

Where commercially reasonable, DockLine may allow Provider an opportunity to cure an issue.

Either party may discontinue the Provider relationship subject to active Jobs and outstanding obligations.

Provider remains responsible for accepted Jobs unless DockLine releases Provider.

Termination does not eliminate surviving obligations involving:

• payment;
• claims;
• confidentiality;
• indemnification;
• liability;
• intellectual property; or
• completed Jobs.

Provider will indemnify, defend, and hold harmless DockLine, LLC and its members, managers, officers, employees, affiliates, and agents from third-party claims, losses, liabilities, damages, penalties, and reasonable expenses arising from:

• Provider’s facility operations;
• Provider’s custody or handling of goods;
• injury or property damage caused by Provider;
• Provider’s employees or contractors;
• Provider’s violation of law;
• Provider’s material breach;
• Provider’s negligence; or
• Provider’s willful misconduct,

except to the extent caused by DockLine’s own negligence, willful misconduct, or material breach.

DockLine does not guarantee:

• Customer creditworthiness;
• Customer payment;
• minimum RFQ volume;
• minimum Job volume;
• minimum revenue;
• uninterrupted Platform availability;
• accuracy of every Customer Request; or
• approval of every additional charge.

Provider independently decides whether to Quote opportunities made available through DockLine.

Neither party is responsible for delay or failure caused by circumstances beyond its reasonable control, except for payment obligations already accrued.

Examples may include severe weather, hurricanes, floods, fires, labor disruptions, government actions, utility failures, port closures, transportation shutdowns, war, civil disturbances, epidemics, or material infrastructure failure.

DockLine may update these Provider Terms.

Material changes will be communicated through reasonable means.

Changes generally apply prospectively and do not retroactively change agreed Provider Compensation for a confirmed Job unless the parties agree otherwise or applicable law requires it.

These Provider Terms are governed by the laws of the State of Florida, without regard to conflict-of-law principles.

Except where applicable law requires otherwise, any lawsuit or judicial proceeding arising from these Provider Terms shall be brought exclusively in:

• the state courts located in Hillsborough County, Florida; or
• the applicable federal court serving Hillsborough County, Florida.

Provider consents to personal jurisdiction and venue in those courts.

Provider may not assign an active Job or these Provider Terms without DockLine’s prior written consent.

DockLine may assign these Provider Terms in connection with a financing, restructuring, merger, acquisition, or sale of relevant operations or assets.

If any provision is held unenforceable, the remaining provisions continue in effect to the maximum extent permitted by law.

Failure to enforce a provision on one occasion does not waive future enforcement.

These Provider Terms, together with:

• applicable Jobs;
• accepted Quotes;
• approved changes;
• Provider warehouse or storage terms properly incorporated into a Job; and
• applicable DockLine policies

constitute the agreement governing Provider participation in DockLine and applicable Jobs.

General Provider support:

DockLine, LLC
Email: contact@joindockline.com
Phone: 813-406-2657

Formal notices to DockLine:

DockLine, LLC
Attn: Legal Notices
c/o Registered Agent
1715 W Cleveland St
Tampa, FL 33606