CMA CGM S.A.
SpotOn Terms and Conditions

1.

APPLICATION OF CONTRACTA.

This Contract applies to Merchant’s booking made through Carrier’s SpotOn quotation module (the “SpotOn Booking”), with respect
to the transportation of Merchant's commodities (the “Cargo”) listed in the Appendix between the origin and destination location listed in the
Appendix. This Contract, its Appendices and exhibits thereto, together with the terms and conditions of Carrier’s standard form bill of lading(including sea waybills, the “Bill of Lading”), Carrier’s governing tariffs, the SpotOn Booking Terms and Conditions published on Carrier’s
website at https://www.cma-cgm.com/my-cma-cgm/prices/instant-quote-spoton, and the Carrier’s standard credit terms (if applicable), each as in effecton the date the Cargo is received, embody the entire understanding between the parties. There are no other agreements, understandings,
conditions, warranties, or representations, oral or written, express or implied, with reference to the subject matter of this Contract, which areintegrated herein. No modification of this Contract or waiver of any of its terms or conditions shall be of any force of effect unless made inwriting by the parties claimed to be bound thereby. In the event of any conflict among the terms and conditions of this Contract, the SpotOn
Booking Terms and Conditions, the Bill of Lading and the Carrier’s applicable tariff(s), the order of governance shall be, first, the Bill of Lading,second, the SpotOn Booking Terms and Conditions third, this Contract, and fourth, the tariff(s).

B.

For purposes of determining whether a shipment is made during the term of this Contract, the date when the Cargo is received by Carrieror its agent shall govern. Cargo shall not be considered as “received” until the full Bill of Lading quantity has been received by Carrier, its
subcontractor or agent. Carrier's duties and responsibilities under this Contract shall commence when Carrier, its sub-contractor, or agent takes
possession and control of Merchant's Cargo or and shall end when Carrier, its sub-contractor, or agent delivers Merchant's Cargo at the port orplace of delivery designated on the Bill of Lading or imposed by specific circumstances.

2.

MERCHANTA.

The term “Merchant” means the entity signing this Contract. The person signing this Contract on behalf of Merchant warrants andrepresents that he or she has authority to enter into this Contract on behalf of Merchant.

B.

Merchant, whether a BCO, NVOCC or other entity, is entering into this Contract as an independent contractor and in no event shall beconsidered an agent of Carrier, either under this Contract or Carrier’s Bill of Lading. Notwithstanding anything to the contrary, Merchant signing
the Contract remains fully responsible for the complete performance of this Contract.

C.

In the event Merchant certifies itself as an NVOCC in compliance with Shipping Act and FMC requirements, and subsequently thelicense, tariff, and/or bond is suspended or cancelled, Carrier may unilaterally terminate this Contract with immediate effect upon written notice
to Merchant. Alternatively, and in its sole discretion, Carrier may by written notice to Merchantsuspend performance of the Contract until such time as Merchant demonstrates to Carrier’s satisfaction that Merchant meets all Shipping Act
and FMC licensing, tariff, and financial responsibility requirements. In the event Carrier elects to terminate this Contract or suspend performanceas provided under this paragraph, the Parties’ respective MQCs shall be prorated based on the ratio between the number of days the Contract
remained in effect before such termination or suspension and the then-existing Contract term.

3.

MERCHANT’S MINIMUM QUANTITY COMMITMENTA.

By booking, Merchant agrees to tender for shipment on vessels of Carrier a MINIMUM quantity of one (“1”) Twenty-Foot Equivalent
Unit (“TEU”) (hereinafter referred to as the “MINIMUM QUANTITY COMMITMENT” or “MQC”). Carrier agrees to make available vessel
capacity adequate to carry the MQC specified herein. The movement of Cargo on specific vessels shall be on a space available basis only. Carrier
shall not be liable to Merchant for any direct, indirect, consequential, or other damages relating to cargo delayed or not transported due to lackof available space or restructuring of any services defined herein.”B.

Merchant shall have provided all necessary information regarding the Cargo (i.e. commodity type, weight, nature, dangerousness) at the
moment of the SpotOn Booking. Merchant may not modify the SpotOn Booking unless in cases expressly stated in the SpotOn Booking Terms
and Conditions and subject to applicable fees, provided that no modification will be effective without a written confirmation of Carrier. Except
in cases of equipment shortage or rolling of cargo mentioned above, if Merchant cancels the SpotOn Booking or fails to provide Cargo forshipment, the fees stated in the SpotOn Booking Terms and Conditions will apply.

4.

A.

CARRIER’S SERVICE COMMITMENTS

Carrier agrees to make available vessel capacity adequate to carry the MQC specified herein. At the time of booking, Merchant shallmake reference to the unique contract number assigned to this Contract. Merchant agrees that all Cargo tendered under this Contract shall berated hereunder and shall not be subject to any other volume discounts, volume rates, or other volume incentive program offered by Carrier.

B.

The SpotOn Booking is subject to unilateral alteration, modification, extension or cancellation at Carrier’s initiative at any moment.
For the first leg of the carriage by sea, Carrier will give priority to Merchant’s shipment under SpotOn Booking ahead of other merchants whose
shipments are not subject to SpotOn Booking. Carrier gives no warranty regarding the date of departure, duration of voyage, date of arrival,
modes of transportation or vessels used, as may appear on the SpotOn Booking, and may adapt the shipping services to the current circumstances,regarding notably, but not limited to, maritime safety and security, maritime traffic and weather. In case of inability by Carrier to provide thecarriage as set out in the SpotOn Booking, Merchant’s Cargo will have priority over cargo of other merchants for the next available space,equipment and/or vessel. The liability of Carrier in connection with the provision of SpotOn Booking services shall at all times be limited for all
claims in the aggregate to Carrier’s liability under the relevant Bill of Lading and Bill of Lading terms and conditions applicable thereto.

C.

Carrier shall not be liable to Merchant for any direct, indirect, consequential or other damages relating to Cargo delayed or not transported
due to lack of available space or restructuring of any services defined herein.

D. Should the Merchant fail to provide matching Shipping Instruction documentation, the SpotOn quote will become void and public tariff
rate will apply.
5.

CONTRACT RATESA.

The Contract rates shall be as stated in the Appendices attached hereto.

B.

The SpotOn Booking service via Carrier’s website is provided free-of-charge. However, any cancellation, no-show or modification ofcarriage of the SpotOn Booking by Merchant is subject to applicable fees, passing-on of costs and/or reprice of freight, in accordancewith the tariffs and rules set out in Carrier’s published SpotOn Booking Cancellation & Amendment Fees applicable to CMA CGM,
available at https://www.cma-cgm.com/my-cma-cgm/prices/instant-quote-spoton and all references to “Shipper” and “Consignee”
therein shall be understood as references to Merchant. Said fees apply as soon as the booking is confirmed by Carrier and may depend
upon the Estimated Time of Departure (“ETD”) of the vessel identified on the original SpotOn Booking. Notwithstanding the foregoing,
all SpotOn U.S. export cotton shipments shall be excluded from the standard SpotOn cancellation fee. In case of equipment shortage,
cancellation by Carrier, or in case of rolling of Merchant’s cargo, Merchant’s sole remedy shall be the cancellation of the relevant
SpotOn Booking free-of-charge.

C.

The Contract rates are not applicable for commodities excluded from FAK, including any commodities as specified in the offer andmilitary and U. S. Government Agency Household Goods, U.S. flag impelled government and/or military cargo, U.S. government
sponsored Cargo, Humanitarian Aid/Emergency Relief Cargo, and Project Cargo of the type described in CFR 520.2 (collectively USFlag Government Impelled Cargo).

D.

The Contract rates are not subject to General Rate Increases (GRI).

6.

GOVERNING TARIFFS

Except as may otherwise be provided in this Contract, all shipments moving hereunder shall be subject to all other rules, terms, conditions, charges
and surcharges set forth in Carrier’s governing tariff(s) and in effect at the time of shipment.

7.

DURATION OF THE CONTRACT

The Effective Date of this contract shall be the date a booking is accepted by a Carrier. This Contract shall expire on the date shown on the cover
page, unless earlier terminated in accordance with the terms hereof.

8.

VERIFICATION OF CONTRACT CARRYINGS

Merchant must appear as shipper or consignee on the Bill of Lading. Merchant may only appear solely as "Notify" party on the Bill of Lading if
the Bill of Lading is consigned "To Order."9.

MANIFEST CHANGES OR CORRECTIONS

If Merchant requests any changes to the Bill of Lading, manifest, or other documentation, and Carrier accepts to make changes in accordancewith those instructions, Merchant agrees to indemnify and hold Carrier, its underwriters, subsidiaries, agents, and all of their representative
directors and employees harmless in respect of any liability, loss, penalty, cost, or damage of any kind arising out of or relating to the change,
including any penalties or fines that may be assessed by governmental authorities and any additional costs that may be incurred in connection
with the change.

10.

CARRIER HAULAGE MOVESStore door delivery service includes one round trip dray to Merchant's facility (door). Drop and Pick service may be provided in accordance with
Carrier's governing tariff. In the event an uneven flow of full containers to Merchant's facility prevents an empty-container match back, thesubsequent return of empty containers is for the Merchant's account.

11.

CHASSIS

Carrier will not provide a chassis; Merchant must secure an appropriate chassis at its own expense prior to receiving containers (empty or loaded).

12.

FREE TIMEA.

The terms “Free Time”, “Detention”, “Demurrage”, “Storage” and “Per Diem” shall have the meaning as defined in Carrier’s governing
tariff(s). Detention and demurrage free time and per diem charges for shipments made under this Contract shall be applied as per Carrier’s
governing tariff(s).

B.

Carrier will bill any detention charges to the shipper and/or consignee shown on the Bill of Lading for direct payment.

In all cases, the shipper and consignee shown on the Bill of Lading are jointly and severally responsible for detention per diem charges.

C.

If the shipment is a Carrier Haulage Move under Drop and Pick conditions, shipper and/or the consignee on the Bill of Lading shall be
responsible for notifying Carrier and its designated agent or motor carrier that the Equipment is empty and ready to be picked up.

Carrier notifications must be sent in writing via email to ssc.usemptsplit@cma-cgm.com.
In the first instance, the Merchant shall be billed per diem charges when the Equipment is not returned within free time. Notwithstanding theforegoing, and without waiving its right to collectfrom the Merchant, Carrier reserves the right to instead collect detention charges relating to Drop and Pick moves from the motor carrier directly.

13.

PORT SECURITY

Merchant certifies that it will adhere to the provisions of the Maritime Transportation Security Act of 2002 and that in the event of any failure to
do so it will indemnify, defend and hold Carrier harmless in the event of any claims, delays or penalties resulting from Merchant’s failure to comply
with the provisions of said Act. Additionally, Merchant agrees to reimburse Carrier in full for any and all costs associated with shifting discharging
and loading containers in conjunction with customs inspection of any of the Cargoes carried pursuant to this Contract

14.

RAMP

At Carrier’s discretion, the term “Ramp” may be defined as either a container yard operated by the railroad adjacent to a railroad siding or analternative container yard within the same metropolitan area. In either case, Carrier’s governing tariff related to storage fees will apply.

15.

CUSTOMS TRADE PARTNERSHIP AGAINST TERRORISM (CTPAT)A.

Merchant represents and warrants that either:i.

It is a participating member of U.S. Customs and Border Protection’s CTPAT program or an equivalent World Customs Organization(“WCO”) accredited security program administered by a foreign customs authority, such as Authorized Economic Operator (“AEO”),
Secure Export Scheme, Golden List, or Partners in Protection; orii. If not a participant in such a program, it maintains adequate supply chain security measures appropriate to the business in which it isengaged and agrees to cooperate with any reasonable requests from Carrier for information relating to such measures.

B.

If Merchant is a participating CTPAT or equivalent WCO member, Merchant should send Carrier a request via the CTPAT Portal at
http://ctpat.cbp.dhs.gov/trade-web/index to monitor Carrier’s C-TPAT status and allow Carrier to monitor the CTPAT status of
Merchant.

16.

BUSINESS ETHICSA.

The Parties undertake to comply with all applicable laws, regulations and rules including, but not limited to, those relating to anticorruption, anti-bribery, Human rights, labor rights, competition matters, applicable customs regulations and Health, Safety and Environmental
regulations. The Parties shall assure that all of their owners, directors, officers, employees, agents, subcontractors and representatives (hereinafterreferred to as "Representatives") shall likewise comply with such applicable laws, regulations and rules.

B.

Economic sanctions – Embargos: The Parties represent and warrant that they and their Representatives will comply with any and allapplicable restrictions and/or prohibitions of commercial transactions under statute, regulation, rule, or other such rulings published by agovernmental entity, including but not limited to the United States, European Union, United Nations and United Kingdom.

C.

The Parties further represent and warrant that they and all of their Representatives are not identified nor listed nor detained or controlled
by an entity listed by the United States, European Union, United Nations or United Kingdom as a "Blocked Person", "Denied Person", "Specially
Designated National" nor are subject to prohibition of commercial transactions under statute, regulation, rule or other rulings published by theUnited States, European Union, United Nations or United Kingdom.

D.

Each Party shall notify the other immediately in the event it or any of its Representatives is added to a sanctions list. The Parties shallnot enter directly or indirectly into any agreement or transaction with a "Blocked Person", "Denied Person" or "Specially Designated National"
in any way related, directly or indirectly, to the goods or services provided under the terms of this Agreement.

17.

DATA AND COMMUNICATIONSA.

Each Party shall process the business contact information of the other Party's personnel and authorized users (e.g. name, businesstelephone, address, email, and user ID) for the sole purpose of monitoring the commercial relationship mandatory for the execution of thisAgreement.

B.

The collection, the processing and the transfer of personal data shall be lawful in accordance with any and all applicable data protection
laws and regulations (including but not limited to the E.U. General Data Protection Regulation).

18.

FORCE MAJEURE

A.

In the event of force majeure circumstances, the party affected by and claiming force majeure shall notify the other party in writing
within seven (7) working days of the existence of such circumstances, specifying the effect of those circumstances on the party’s ability to perform
its obligations hereunder. Upon receipt of notice of force majeure conditions, the party affected and claiming force majeure shall be excused fromits obligations, excepting obligations for payment, under this Contract to the extent of and for the duration of the disability.

B.

For the purpose thereof, the term force majeure shall mean and include, without reservation or restriction, strikes, lock-outs or exceptional
circumstances arising from the threat thereof, acts of God, state or public enemy, including but not limited to war, riots, civil disorder andinsurrection, embargo or other disruption or interference with trade, act of the Prince, marine disaster, severe weather condition, fire, explosion,or other casualty, and any unforeseen event beyond the control of the parties of whatever nature and however caused which materially affectbusiness of trading conditions and/or the supply or demand for the services of Carrier or the Cargo of Merchant.

C.

In the event that Carrier is prohibited by the U.S. Customs Service, or other governmental entity, from loading or unloading some or
all of the Cargo on a particular vessel and such prohibition is not due to any act or omission of Carrier, then such prohibition shall constitute an
event that shall relieve Carrier from responsibility for any and all delay, damage, injury andexpense suffered or incurred as a result thereof including, but not limited to, breaches of service commitments and/or transit time guarantees. All
extra charges or expenses incurred as a result of such prohibition are for Merchant’s account.

19.

LAW AND JURISDICTION

This Contract shall be subject to the U.S. Shipping Act of 1984, as amended by the Ocean Shipping Reform Act of 1998 (“OSRA”) and shallotherwise be construed and governed in accordance with the applicable law, jurisdiction, and choice of forum identified within the Carrier’s Bill of
Lading. Notwithstanding the foregoing, Carrier may choose to bring suit for any dispute arising under or relating to this Contract in the UnitedStates District Court for the Eastern District of Virginia and Merchant agrees to submit to the jurisdiction of this court.

20.

TERMINATIONA.

Except as otherwise provided, this Contract may be terminated by mutual agreement at any time. If Merchant terminates the Contract
before the end of the Contract period having not tendered the MQC, Merchant shall be liable to pay cancellation fees as provided for in the SpotOn
Booking Terms and Conditions.

B.

Carrier may terminate this Contract, with cause and immediately upon written notice: 1) as a result of Merchant’s non-compliance withrespect to any representation or warranty, including, but not limited to: expiry, termination, or other invalidation of a Bond or License of an
NVOCC certifying Merchant has expired, been terminated, or otherwise invalidated by the FMC; a BCO certifying Merchant markets, sells,
assigns, or allows use of this Contract by any other entities; 2) due to Merchant’s violation or alleged violation of any applicable law or 3) if
Merchant suffers a material adverse change in its financial condition subsequent to the date hereof or defaults, or suffers an event that with thepassage of time would constitute a default, in respect of any obligation for borrowed money, whether as a borrower, guarantor or otherwise.

C.

If Carrier terminates the Contract before the end of the period for cause as described above, Merchant shall be liable to pay cancellation
fees as provided for in the SpotOn Booking Terms and Conditions.

21.

CONFIDENTIALITYA.
Unless authorized in writing by mutual agreement, neither party will disclose the Contract terms and conditions, nor the other party’s personal or commercial
information, nor Contract performance data, other than to its employees, agents, Carrier’s affiliates or permitted assignees, tariff filers, or auditors, with the exceptionof the Contract terms and conditions or information that are:
i.
ii.
iii.
iv.
v.
vi.
vii.
viii.

Required to be disclosed by law or judicial or administrative order;
Disclosed to any person participating with Carrier in the transportation under the Contract or receiving copies of the Bill of Lading for contact purposes;
Operational or booking data disclosed to global digital supply chain platforms, including NYSHEX;
Incorporated herein by reference in Carrier’s published tariff(s);Without identifying the other party, disclosed in a report, analysis or study of rates
or conditions in the trade covered by this Contract;
Disclosed to the secretariat of another member of the FMC agreement;
Previously disclosed to an authorized third party; orUsed in connection with collection of a debt from Merchant.

B.

In no case will Merchant or Carrier disclose the terms and conditions of the Contract to another Carrier in the trade.

22.

ASSIGNMENTA.

Merchant may not assign this Contract, including any or all its rights or liabilities hereunder, or to otherwise permit any other personor entity, directly or indirectly to utilize services, rates, or other terms provided by Carrier hereunder, without the prior written consent of Carrier.

B.

Notwithstanding the above, Carrier may assign its rights under this Contract and subcontract any portion of carriage, whether ocean orintermodal or otherwise, for Cargoes carried under its Bill of Lading.

23.

WRITTEN NOTICE

Written notice by either party shall be deemed to have been duly served on the other party if delivered in person or by registered mail, courier orelectronic mail to the other party’s address on the signature page of this Contract or, if such has been changed subsequent to the execution of thisContract, to the last business address known to the party serving notice.

24.

RELEASE AT DESTINATION

For shipments from the U.S. to Latin, Central or South America, Carrier, upon Merchant’s formal request at time of booking and consignee’s
confirmation, may issue original Bills of Lading (“OBLs”), excluding Bills of Lading issued to order, and release the OBLs directly to the named
consignee at destination. Merchant shall waive any and all rights to claim the delivery of the OBLs and/or to contest the release of the OBLs tothe consignee or to claim any damages in connection with said release. Merchant shall indemnify, defend and hold harmless Carrier, its agents,
subcontractors and/or servants, immediately and upon first demand, against any and all claims, damages or liabilities arising either directly orindirectly by reason of the release of the OBL to the consignee, including any delay or failure of the consignee or the holder of the OBL to takedelivery of the OBL and/or the cargo. Even if OBL is released at destination, Merchant hereby confirms having read and approved the full terms
and conditions stated in the Bill of Lading, including all mentions whether handwritten, typed, printed or stamped, and confirm that these terms
and conditions shall apply and fully bind Merchant.
SEA REWARD PROGRAM

General Terms and Conditions

1. DEFINITIONS
The following capitalized terms used in these general Terms and Conditions shall have the following meaning whether used in the
singular or plural form.
“Affiliate” means any company that CMA CGM controls, is under the control of or under common control with, as control definedby Article L233-3 of the French Commercial Code.
“Member” means the Customer benefiting from the SEA REWARD Program.
“Member Personal Dashboard” means the personal account of each Customer accessible with a log in and a personal password
on SPOT ON, in which the number of Nautical Miles acquired and redeemed by the Member is clearly documented as well as thestatus of the Member in the Program.
“Booking” means the purchase of a shipping service measurable in TEU (twenty-foot equivalent unit) and the shipping service
being duly paid in the contractually agreed deadline.
“Booster” means a commercial offer allocated by a line for the Booking of a specific shipping service which allows the Member
to multiply the Nautical Miles earned for that specific Booking.
"Business Partner Code" means the identification number that is used to identify a Customer within CMA CGM systems.
“Calendar Quarter” means a three-month period ending March 31, June 30, September 30, and December 31.
“Customer” means a professional Customer who has already booked at least one shipping service on SPOT ON and benefits fromthe SEA REWARD Program.
"CMA CGM " means CMA CGM, a Société Anonyme incorporated under the laws of France and having its registered officesituated at 4 quai d’Arenc, 13002 Marseille, FRANCE, registered at the Registrar of Companies of Marseille under the number 562
024 422, acting as the Loyalty Program Administrator.
“Loyalty Program Administrator” means the manager of the SEA REAWARD Program.
"Main Contact” means a designated contact or user who has the authority to activate and manage the Sea Reward account and to spend Nautical
Miles on behalf of a company.
"Nautical Miles" or “Nautical Miles(s)” means the loyalty points obtained by a Member when booking a shipping service through SPOT ON.

"Parent Company": means the entity controlling the Member pursuant to the provisions of Article L233-3 of the French
Commercial Code.
"SPOT ON" means the digital platform of the CMA CGM Group allowing the Customer to book shipping services online. SPOT
ON is accessible via CMA CGM's website.
“SPOT ON Carriers” or “Carrier(s)” means the CMA CGM Group carriers offering shipping services to Customers on SPOT
ON and participating in the SEA REWARD Program.
"SEA REWARD Communications" means all the various materials relating to the SEA REWARD Program which will be
communicated to Members and which will apply in addition to these general Terms and Conditions. Applicable SEA REWARD
Communications are also available on SEA REWARD website.

" SEA REWARD Program" or "Program" means the SEA REWARD loyalty program implemented by CMA CGM to reward Member using
SPOT ON.

"Terms and Conditions" means the general terms and conditions stated hereunder governing the use of the SEA REWARD
Program by Members. Modifications to the Terms and Conditions can be decided unilaterally by CMA CGM and shall be applicable
one month after the notification of the modification to Members.
“Voucher” means a discount in the form of a coupon code, which either allocates a fixed amount to be deducted from theBooking price, or a percentage discount applied to the booking price.

2. SEA REWARD LOYALTY PROGRAM SCOPE OF VALIDITYThe SEA REWARD Program applies to all Bookings made by the Member on SPOT ON and only to these Bookings, to the exclusionof any other purchases or bookings made from CMA CGM or its Affiliates.

3. MEMBERSHIP ACCESS
3.1 Membership is open only to Customers acting for professional purposes. By registering to the SEA REWARD Program, the Customer
recognizes that he acts for professional purposes.

3.2 At the SEA REWARD launch, each customer that has been active on SPOT ON during the past 12 months will be automatically onboardedon the Sea Reward Program, except for customers with an existing commercial agreement with CMA CGM which already benefit from a volumebased discount.

3.3 If a customer does not wish to benefit from the Sea Reward Program, the customer can notify CMA CGM via the link available on the SEA
REWARD registration page.

3.4 If a Customer with an existing commercial agreement wishes to join the SEA REWARD Program, the Customer shall contact its sales contact.
The Customer acknowledges that the Bookings made on SPOT ON under the SEA REWARD Program cannot benefit from the volume-based
discount negotiated under the existing commercial agreement.
3.5 After the SEA REWARD launch, all new SPOT ON Customers shall opt in the SEA REWARD Program on the CMA CGM website via thededicated SEA REWARD registration page to become a Member and accept formally the Terms and Conditions of the Program. CMA CGM
reserves the right to carry out at any time any verification that may prove the identity and/or contact details of the Customer.
3.6 Upon becoming a Member of the SEA REWARD Program, the Member accepts these Terms and Conditions and agrees to be bound bythem.
3.7 The Member Personal Dashboard shall be identified via the Business Partner Code allocated to each Customer and shall not be transferred
to any third party.
3.8 The Member Personal Dashboard contains a percentage displayed in a gauge which represents the Member’s achievement towards reachingeach status. This percentage will change based on the volumes and regularity of the Member’s shipments.

4. OPERATION OF THE SEA REWARD PROGRAM
4.1.

CONDITIONS OF ALLOCATION OF NAUTICAL MILES

Sea Reward is a benefits rewards program wherein customers earn Nautical Miles to SPOT ON bookings only. Once enrolled in the
Sea Rewards program, every paid SPOT ON booking, will earn customers Nautical Miles credited to their account to be utilized on
future SPOT ON bookings.
There are four levels of status associated with the Sea Rewards program. The number of your Nautical Miles earned is based onyour Ocean Freight amount and your current status.
Lieutenant
a. Customer is granted Lieutenant status upon Sea Reward program enrollment.
b. Earn 1 Nautical Mile for every 100 dollars spent on ocean freightc. Miles may only be accrued at Lieutenant status

Captaina. To reach Captain status, customer must book a minimum of 3 TEUs per week for at least 8 weeks per calendar quarter.
b. Earn 2 Nautical Miles for every 100 dollars spent on ocean freightc. Spend Nautical Miles on ocean freightd. Promotions accessible only to Captain status
Mastera. To reach Master status customer must book a minimum of 20 TEUs per week for at least 10 weeks per calendar quarter.
b. Earn 3 Nautical Miles for every 100 dollars spent on ocean freightc. Spend Nautical Miles on ocean freightd. Promotions accessible only to Master statuse. Extended quotation validity (72h)Admirala. To reach Admiral status, customer must book a minimum of 100 TEUs per week for at least 12 weeks per calendar quarter.
b. Earn 4 Nautical Miles for every 100 dollars spent on ocean freightc. Spend Nautical Miles on ocean freightd. Promotions accessible only to Admiral statuse. Extended quotation validity (72h)f. Documentation simplified with 1 LOI (Letter of Indemnity)

4.1.1 At the time of a Booking by a Customer through SPOT ON, the Member, depending on its status and the expense incurred,

shall automatically be allocated a corresponding number of Nautical Miles on its Member Personal Dashboard. Per below
exceptions, Nautical Miles will not be awarded in the following circumstances:






The Member will not be able to earn Nautical Miles if the place of payment of your booking is in a country where the program hasn't
been launched yet. SEA REWARD program applicable countries.
For any shipments that involve Split, Merge, or Part Load processes, Nautical Miles are not accumulated.
Nautical Miles are not accumulated for any quotations that were done prior to your registration date.
The Member will not be able to earn Nautical Miles if your company is not a Sea Reward member.

4.1.2 Nautical Miles are not awarded on the date of the SPOT ON Booking but at time of payment of the invoice issued for theBooking. If the quotation is eligible to earn Nautical Miles, several scenarios can lead to earning a different amount of Nautical
Miles than estimated (shown as "pending" in the dashboard) such as booking or invoice adjustment.
The number of Nautical Miles allocated depends on the final amount paid for the Booking by the Member and on the status of theMember at the time of the quotation. The Nautical Miles earned are always reflective of the actual services utilized during your
SPOT ON booking, and these can sometimes differ from the original estimates. While CMA CGM’s system aims to provide asaccurate estimates as possible, certain adjustments can result in a change in the final Nautical Miles earned. Hence, if any change
has been made regarding the Booking between the quotation and the payment of the Booking, the number of Nautical Milesawarded to the Member may vary. Also, in case of Booking’s modification, the Nautical Miles may not be awarded to theMember.
From time to time, the number of Nautical Miles earned for a Booking may be eligible for an additional number of Nautical
Miles with the use of a Booster for specific shipping services as determined by the CMA CGM line. A CMA CGM line may
choose to offer a Booster on Bookings based on the following criteria:
 Voyage number Customer ID
 Sea Reward status
 Origin & Destination
 Equipment type
 ETD/ETA Ocean Freight amountFor eligible Bookings, the Booster is activated when the SEA REWARD Member chooses a quotation with a shipping service
that is eligible for a Booster. The number of Nautical Miles earned with the use of a Booster will be credited to the SEA
REWARD Member’s account upon payment of the invoice issued. The use of a Booster may be modified or discontinued at any

time at the sole discretion of CMA CGM.

4.1.3

The allocation of Nautical Miles grants access to a membership status, which gives access to various advantages, as statedin SEA REWARD Communications. Reaching the next status in the Sea Rewards program involves meeting specificcriteria based on the frequency and volume of your shipments on SPOT ON. Customers may skip status levels if the customer
meets the criteria for a higher status. Eligible customers will bypass the intermediate levels and proceed directly to the higher status level.
To maintain status, Customer must maintain the regular volume and frequency requirements of their current status level. Not
meeting the requirements of a customer’s current status level will result in a downgrade of status.
Customers Sea Reward status is re-evaluated quarterly. At the beginning of each calendar quarter, your activity within the Sea
Reward program is assessed to determine if you have achieved the requirements for a higher status. If not, your status can be
downgraded or maintained.
Once your status is updated, it remains valid until the next reevaluation period, allowing you to enjoy the associated benefits
during that time.

4.1.4 If the Member is controlled by a Parent Company, its membership status shall be based upon the number of Nautical Miles collected by
all Members under the control of the Parent Company. However, each affiliate of the Parent company shall have its own Member Personal
Dashboard and use Nautical Miles allocated for Bookings made by the affiliate only. Membership status shall be based on booking volume
and regularity criteria to be detailed in SEA REWARD Communications.
4.1.5 Due to specific local regulations in some countries and/or for other legal or tax conditions, some transactions may have to be excluded
from the SEA REWARD Program, for which Members shall not be awarded any Nautical Miles.
4.1.6 Nautical Miles are valid for a 12-month end of the month period from the date they are awarded to the Member via its Member Personal
Dashboard.
4.1.7 Nautical Miles shall only be used for future Bookings on SPOT ON and have no commercial exchange value. They shall not be reimbursed
for monetary value, nor transferred or assigned, whether for valuable consideration, to another SEA REWARD Member or to any third
party except SPOT ON Carriers. Nautical miles shall be credited to the corresponding SEA REWARD Member Personal Account when
the invoice is considered as paid in CMA CGM accounting system, subject to delays for additional treatment by CMA CGM. The Member
Personal Dashboard is accessible at any time by the Member on CMA CGM website dashboard.
4.1.8 Nautical Miles cannot be allocated if the Booking was made before the Member’s enrolment into the SEA REWARD Program.

4.2

CONDITIONS OF USE OF NAUTICAL MILES

4.2.1 Once the Nautical Miles have been awarded to the Member and available, the Member shall see on its Member Personal Dashboard thenumber of Nautical Miles available to be spent on its future Bookings.
4.2.2 The Customer as a Member shall decide to pay totally or partially future invoices relating to shipping services booked through SPOT ON
using the Nautical Miles available on its Member Personal Dashboard, the value of which shall be deducted from the ocean freight
invoice amount, the balance of the ocean freight invoice being paid in cash, if necessary, by the Customer. The Member can still earn
Nautical Miles based on the remaining amount of ocean freight paid.
4.2.3 There are limitations associated with spending of Nautical Miles in the SEA REWARD program.

Nautical Miles cannot be spent if the Member or Parent Company are not eligible to spend Nautical Miles for the following
reasons:
The company doesn't have any available Nautical Miles.
The company status is Lieutenant.
The company is not a Sea Reward member.
The application of Nautical Miles is not being requested by the main contact of the company.
The quotation is not eligible for spending Nautical Miles. In this case, the Nautical Miles engaged in the quotation will berecredited to Member’s balance in full amount. Refer to Section 4.1.1.
4.2.4 Once Nautical Miles have been used for a Booking, they are considered as definitively used, even if the shipping service is cancelled or
modified by the Customer. Note that once the quotation is saved with spent Nautical Miles, the Member can’t request a change, or arefund of Nautical Miles used.
4.2.5 The number of Nautical Miles spent on a quotation can be partially recredited for several reasons such as:

a.
b.
c.
d.

Quotation expiration
Booking cancellation
Non-eligible quotation for spending Nautical Miles. Refer to Section 4.1.1
Booking or invoice adjustment

4.2.6 CMA CGM reserves the right to impose additional conditions at any time for obtaining Nautical Miles, for reaching a status and/or forthe booking of shipping services using Nautical Miles. Any modification to these terms and conditions will be implemented through acontract amendment.

4.2.7 The number of Nautical Miles announced for a specific quotation is an estimation subject to availability and feasibility of the shipping
services requested by the Member. CMA CGM does not guarantee that the estimated number of Nautical Miles referred to at quotation
will be finally awarded to the Member as specified in SEA REWARD FAQ.

4.3

VALUE OF NAUTICAL MILES AND WITHHOLDING TAXES

4.3.1 The value of Nautical Miles can be updated by CMA CGM at any time. The modified value of the Nautical Miles shall apply to Nautical
Miles allocated to the Member from the date of the modification.
4.3.2 In the event local legislation requires the application of withholding taxes, the Member shall pay the withholding taxes based on the current
value of the Nautical Miles valid at time of the use of Nautical Miles.

4.4

VOUCHERS

4.4.1 As part of the SEA REWARD Program, SEA REWARD members may be eligible for a Voucher offered by CMA CGM. Vouchers shall
only be used for future Bookings on SPOT ON and have no commercial exchange value and shall not be reimbursed for monetary
value. A CMA CGM line may choose to offer a SEA REWARD member a Voucher based on the following criteria:
 Voyage number Customer ID
 Sea Reward status
 Origin & Destination
 Equipment type
 ETD/ETA Ocean Freight amount4.4.2 Upon the Sea Reward Member’s use of a Voucher towards a specific quotation, the Voucher will be considered as used. In case the CMA
CGM line offers a limited number of Vouchers available for redemption, the number of remaining Vouchers will be impacted as soon
as a quotation is confirmed by the Sea Reward member. The Nautical Miles earned will be allocated according to the price after
deduction of the Voucher, effectively paid by the Member for the Booking.
4.4.3 Vouchers cannot be transferred or assigned to another SEA REWARD Member. Vouchers may be modified or discontinued at any timeat the sole discretion of CMA CGM. CMA CGM reserves the right to cancel any Voucher that has been obtained through fraudulent orunauthorized means, or that have been used in violation of these terms and conditions.

5.

DURATION, MODIFICATION AND TERMINATION OF THE LOYALTY PROGRAM

5.1 Membership of the loyalty program is for an indefinite period.
5.2 If the Member wishes to terminate its membership, he must fill in the Customer service form accessible here or from its dedicated Sea
Reward Dashboard. Termination shall be effective immediately. Once the termination is effective, the Member shall no longer be able to use its
Nautical Miles, which shall be definitively lost.

5.3 CMA CGM reserves the right to terminate the membership of a Member in the case of a violation of the Terms and Conditions. The
membership shall be automatically terminated after a formal notice has been sent and has remained without effect for a one-week period. Afterthe termination of the membership, the Customer shall no longer use its Nautical Miles nor book shipping services through SPOT ON.

5.4 CMA CGM reserves the right to terminate the SEA REWARD Program in its entirety. If CMA CGM terminates the SEA REWARD Programin its entirety, Members shall be notified of the termination of the Program at least one month prior to the effective termination. Nautical Miles
shall no longer be awarded to Members after the end of the notice period. Nautical Miles previously allocated shall be used within 6 months fromthe termination date of the SEA REWARD Program (6 months from the end of the notice period).

5.5 CMA CGM reserves the right to update the Terms and Conditions and any conditions applicable to the Program stipulated in SEA REWARD
Communications.

5.6 CMA CGM shall not be held responsible for any loss or damage resulting from such change or termination.
6.

PRIVACY POLICY

The Member understands, acknowledges, and agrees that use of the SEA REWARD Program requires the collect and use of
personal data. Accordingly, if the Member wishes to access and benefit from the SEA REWARD Program, the Member
acknowledges and agrees that the use of the SEA REWARD Program shall constitute acceptance of CMA CGM’s privacy policy
available at Privacy Policy .

7.

AUDIT

By participating in the SEA REWARD Program, the Member consents to an audit should CMA CGM have a reasonable concern
requiring a review of the Member’s participation in the SEA REWARD Program. If the audit reveals irregularities and/or violationsof the Terms and Conditions, CMA CGM shall be entitled to suspend or terminate the access and use by the Member of its Member
Personal Dashboard. In case of termination, the Member shall no longer be able to book shipping services through SPOT ON nor
use Nautical Miles previously allocated which shall be definitively lost.

8.

LIMITATION OF LIABILITY

8.1 CMA CGM shall not be held responsible for unauthorized membership, improper use of the SEA REWARD Program and/or fraudulent acts
committed by Members. In case of irregularity, Member shall immediately use My Customer service on CMA CGM website to block its account.

8.2 The Member shall be held responsible for improper use of the SEA REWARD Program, such as the unauthorized use of Nautical Miles.
8.3 CMA CGM shall not be held responsible for any loss or damage resulting from the termination of the SEA REWARD Program or any
changes made to it.

9.

CLAIMSAll claims made by a Member concerning the SEA REWARD Program must be submitted via MyCustomer service on CMA
CGM website.

10. GENERAL INFORMATION
10.1 The sale, purchase, brokerage, resale, barter, or exchange of Nautical Miles is prohibited.
10.2 In case of false declaration, fraud, violation of the Terms and Conditions, or improper use of the SEA REWARD Program or the Nautical

Miles allocated via the SEA REWARD Program, including failure to follow the SEA REWARD Program policies and procedures or instructions
from CMA CGM, CMA CGM may immediately and by full right, after a formal notice has been sent and has remained without effect for a oneweek period, suspend or terminate the access and use by the Member of its Member Personal Dashboard and, as a result, the Member may nolonger use its Nautical Miles nor book any shipping services through SPOT ON.

10.3 The Member’s email address used for the creation of the Member Personal Dashboard shall be used for sending SEA REWARD
Communications and for sending any notification to the Member.

10.4 CMA CGM’s general shipping conditions are applicable to the shipping services operated by CMA CGM and can be found on

https://www.cma-cgm.com/products-services/shipping-guide/bl-clauses. For shipping services operated by other SPOT ON Carriers, the generalconditions for the concerned SPOT ON Carrier shall apply.

10.5 The Terms & Conditions shall not be considered as a shipping agreement and unless expressly stated herein, shall not affect, or form partof, the terms of any shipping agreement between the Member and CMA CGM / SPOT ON Carriers.

11. APPLICABLE LAW AND LANGUAGE
11.1 These Terms & Conditions are governed by French law.

11.2 These Term & Conditions are written in English. Should it be translated into one or more languages, the English text alone shallprevail in the event of a dispute.

12. SETTLEMENT OF DISPUTES
12.1. AMICABLE SETTLEMENT
In the event of a dispute relating to the SEA REWARD Program, the validity, performance, non- performance and/or interpretationof the Terms and Conditions, their termination or their consequences, the parties undertake to attempt to settle their differencesamicably prior to any legal action. To this end, the party making the claim must notify the other party of the details of the dispute byregistered letter with acknowledgement of receipt. Failing to find an amicable solution within a maximum period of two (2) months,
each of the parties will regain the right to take legal action.

12.2. JURISDICTIONI N T H E A B S E N C E O F A M IC A B L E S E T T L E M E N T , A N Y A C T IO N O R D I S P U T E A R I S I N G I N C O N N E C T I O N W I T H T H E S E
T E R M S A N D C O N D I T I O N S A N D W I T H T H E S E A R E W A R D P R O G R A M , W H E T H E R IN C O N N E C T I O N W I T H T H E
C O N T R A C T U A L O R T O R T L I A B IL I T Y O F P A R T IE S , O R T H E IN T E R P R E T A T I O N , S I G N I N G , P E R F O R M A N C E A N D
CONSE QUE NCES OF THE C ONTRACT AND ITS ANNE XES, AND/OR ANY DISPUT E AR ISING FROM T HE BRE ACH OF
CONTRACTUAL AND COMMERCIAL REL AT IONS AND THE IR CONSE QUE NCES, SHALL BE SUBJECT TO T HE
E X C L U S I V E J U R I S D I C T I O N O F T H E C O M M E R C IA L C O U R T O F M A R S E IL L E . T H E A P P L I C A T I O N O F T H E U N I T E D
NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXCLUDED. THIS CLAUSES H A L L A P P L Y N O T W I T H S T A N D I N G T H E P L U R A L I T Y O F D E F E N D A N T S O R T H E I N T R O D U C T I O N O F T H IR D P A R T IE S ,EVEN FOR EMERGENCY PROCEDURES OR PROTECTIVE PR OCEDURES BY WAY OF SUMMARY PR OCEEDINGS OR
PETITION.