Welcome to the BlueX Trade “Cargo Pay-it-Later” service (the “Cargo Pay-it-Later Service”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Conditions”) govern your access to and use of the Cargo Pay-it-Later Service and shall form a binding agreement between you (“you” or “Customer”) and BlueX Trade Inc., a Delaware company doing business as “BlueX Pay” (“BlueX Pay”, “BlueX”, “we”, or “us”).

For the avoidance of doubt, the Cargo Pay-it-Later Service is and shall be construed for all purposes as a BlueX Pay Service as defined in our Terms of Service (the “Terms of Service”) located here: https://www.bluexpay.com/terms-of-service/, and all terms and conditions of such Terms of Service shall apply to your use of the Cargo Pay-it-Later Service provided that should any term or condition of the Terms of Service conflict with these Conditions, these Conditions shall control with respect to the Cargo Pay-it-Later Service. Terms used in these Conditions shall, unless otherwise defined herein or unless the context otherwise requires, have the same meanings ascribed to such terms in the Terms of Service.

PLEASE READ THESE CONDITIONS CAREFULLY BEFORE ACCESSING OR USING THE CARGO PAY-IT-LATER SERVICE. BY ACCESSING OR USING THE CARGO PAY-IT-LATER SERVICE, YOU AGREE TO BE BOUND BY THESE CONDITIONS, AND ALL THE TERMS AND CONDITIONS IN THE TERMS OF SERVICE. IF YOU DO NOT WISH TO BE BOUND BY SUCH TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE CARGO PAY-IT-LATER SERVICE AND SHOULD IMMEDIATELY CEASE SUCH USE.

BLUEX PAY MAY MODIFY THE TERMS OF SERVICE AND THESE CONDITIONS AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON NOTICE, WHICH MAY BE ACCOMPLISHED BY POSTING ANY SUCH MODIFICATIONS ON THE SITE THROUGH WHICH THE CARGO PAY-IT-LATER SERVICE IS OFFERED OR VIA EMAIL. YOU FURTHER AGREE TO REVIEW THE TERMS OF SERVICE AND THESE CONDITIONS PERIODICALLY TO BE AWARE OF ANY SUCH MODIFICATIONS. YOUR CONTINUED ACCESS OR USE OF THE CARGO PAY-IT-LATER SERVICE AFTER NOTICE OF ANY SUCH MODIFICATIONS SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF SUCH MODIFICATIONS. IF WE REQUEST, YOU IRREVOCABLY AGREE TO SIGN A NON-ELECTRONIC VERSION OF THESE CONDITIONS.

Prior to Customer’s use of the Cargo Pay-it-Later Service, Customer shall submit a related application (the “Application”) to BlueX Pay. Such Application shall require (a) Customer or (b) any independent third parties which sell cargo to Customer (each, a “Seller”) to provide BlueX Pay with all information BlueX Pay, in its sole discretion, deems reasonably necessary to determine whether to offer the Cargo Pay-it-Later Service to Customer. BlueX Pay may request Customer to supplement any Application at any time.

1. Customer must separately request Cargo Pay-It-Later Service with respect to each individual financing transaction (each, a “Cargo Financing Service Request”, and the related financing services, the “Cargo Financing Services”). Customer shall make a Cargo Financing Service Request by (i) uploading to www.bluexpay.com or by Notice (as defined below) the Valid Invoices (each, a “Seller Invoice”) which (A) were issued by the relevant Seller and (B) Customer intends to pay later and (ii) selecting thirty (30) or sixty (60) day payment terms for each Seller Invoice.

2. Without in any way limiting Section 2.1, in connection with any individual Cargo Financing Service Request, Customer must submit to BlueX Pay all documents required by BlueX Pay, which in BlueX Pay’s sole discretion allow BlueX Pay to identify the goods which (a) are to be purchased by Customer from Seller and (b) Customer wishes to be financed by BlueX Pay pursuant to these Conditions (the “Goods”). Such documents may include, but shall not be limited to:

   1. contracts entered into between BlueX Pay and Seller with respect to the sale and purchase of Goods;
   2. purchase orders issued by BlueX Pay relating to the Goods;
   3. order confirmations issued by Seller relating to the Goods;
   4. invoices related to the Goods issued by Seller; and
   5. any other documents or information requested by BlueX Pay for the purpose of identifying the Goods or otherwise complying with any Legal Requirements, including any Restrictions (each as defined below).

3. The documents collected by BlueX Pay pursuant to Section 2.2 taken as a whole (the “Sale Documents”) must contain: (i) model numbers, UPCs, and/or SKUs (where applicable) of the Goods; (ii) the quantity of each of the Goods to be shipped; (iii) all relevant shipping instructions related to the shipment of the Goods; and (iv) any other information which BlueX Pay, in its sole discretion, deems necessary for the purpose of (A) perfecting any lien or security interest over any Lien Property (as defined below) or Collateral (as defined below) pursuant to Section 7 or (B) ensuring compliance with obligations of either Party under these Conditions or any applicable law, or any representations, warranties, and covenants made by Customer.

4. With respect to any Cargo Financing Service Request, BlueX Pay shall be under no obligation to provide any Cargo Financing Services related thereto unless (i) the relevant Seller and BlueX Pay and/or one or more of its affiliates have entered into a trade agreement either in the form of (A) our Separate Service Conditions related to trade services we provide to Sellers or (B) a separate agreement in substantially the same form as such Separate Service Conditions (each, a “Trade Agreement”) and (ii) such Trade Agreement remains in full force and effect.

With respect to each Cargo Financing Service Request, BlueX Pay shall, based on the Application and such other information BlueX Pay deems reasonable and necessary, determine, in BlueX Pay’s sole discretion, (a) whether to permit Customer to use the Cargo Pay-it-Later Service and (b) any deposit (the “Deposit”) required by BlueX Pay for it to provide any Cargo Pay-It-Later Service to Customer. BlueX Pay may require a Deposit on a per transaction and/or a program basis. BlueX Pay shall inform Customer of any Deposit requirements. All Deposits made to BlueX Pay shall be held in accordance with and subject to the terms of these Conditions. All Deposits shall be made in full and cleared funds. Notwithstanding anything to the contrary in these Conditions, and without prejudice to any other right or remedy it has or may have, BlueX Pay may, without notice to Customer, set-off or recoup from any Deposit amount any liability for which BlueX Pay determines Customer is liable to BlueX Pay, whether such liability is matured or unmatured, is liquidated or unliquidated, or arises under these Conditions.

1. After receiving the information from Customer described in Sections 1, 2, 3, BlueX Pay, in its sole discretion, shall with respect to each Cargo Financing Service Request:
   1. determine the rate to be used to calculate the applicable Handling Fee (as defined below); and
   2. issue an invoice (“BlueX Invoice”) to Customer setting forth (A) the amount payable under the Seller Invoice (“Seller Invoice Amount”), (B) the Handling Fee (together with the “Seller Invoice Amount”, the “BlueX Invoice Amount”), and (C) based on Customer’s election of payment terms, the date the BlueX Invoice Amount is due (the “Material Due Date”).
2. Without in any way limiting any other remedy available to BlueX Pay under these Conditions, the Terms of Service, law, or general principles of equity, Customer shall be charged a handling fee (“Handling Fee”) ranging from one percent (1%) to three percent (3%) of the Seller Invoice Amount per each 30 day period the Seller Invoice Amount remains outstanding, subject to BlueX Pay’s discretion based on the Seller Invoice Amount, the payment terms, the Customer’s credit worthiness, and such other information BlueX Pay deems reasonable and necessary. BlueX Pay shall notify Customer via the Cargo Pay-It-Later Service of the Handling Fee calculation rate to be applied to each Seller Invoice Amount. Customer acknowledges and agrees that such notification is sufficient and expressly agrees to pay the Handling Fee so calculated. Any Handling Fee may be adjusted by BlueX Pay.

1. After (a) Customer pays all required Deposits to BlueX Pay and (b) BlueX Pay approves the Application and any specific Cargo Financing Service Request, BlueX Pay, shall, pay the relevant Seller the Seller Invoice Amount in accordance with the terms of the applicable Seller Invoice to the account designated in the Seller Invoice(s) or such other account designated by Seller in writing (the “Seller Designated Account”). BlueX Pay will not be responsible for verifying the Seller Designated Account information nor be liable for any payment made pursuant to Customer’s instructions. BlueX Pay shall fulfill the entirety of its obligations to Customer by making payment to the Seller Designated Account.
2. From time to time, Customer may direct BlueX Pay to make payments pursuant to this Section 5 to an account other than the Seller Designated Account (each, a “Seller Alternate Account”). Customer shall be fully liable for the veracity and accuracy of any Seller Alternate Account. BlueX Pay will not be responsible for verifying the Seller Alternate Account information nor be liable for any payment made pursuant to Customer’s instructions. BlueX Pay shall fulfill the entirety of its obligations under this Section 5 by making payment to any Seller Alternate Account. BlueX Pay shall have no obligation to, but may, at its discretion, require Customer to confirm the veracity and accuracy of any Seller Alternate Account via any means BlueX Pay deems reasonable and necessary.

1. After BlueX Pay makes payment to Seller pursuant to Section 5 and, title of the Goods for which payment was made has vested in Customer, title of such Goods shall immediately and with no further action on the part of Customer be transferred from Customer to BlueX Pay in consideration of BlueX Pay’s cancellation of the accounts receivable (“Accounts Receivable”) in respect of such Goods as purchased by BlueX Pay from Seller pursuant to the Trade Agreement between BlueX Pay and Seller.
2. Upon BlueX Pay obtaining title of any Goods pursuant to Section 6.1, BlueX Pay shall immediately sell the Goods to Customer and Customer agrees to repurchase the same, as evidenced by the BlueX Invoice.
3. Customer Lien Rights. Upon BlueX Pay reselling the Goods and transferring the title of the Goods to Customer pursuant to Section 6.2, BlueX Pay shall have a lien on any and all Goods (including any proceeds from the sale of or accounts receivable related to such Goods, the “Lien Property”) in the possession (constructive, in-transit or otherwise), custody, or control of Customer or the related Seller to secure payment of any and all BlueX Invoice Amounts. The subject lien may be asserted against any Lien Property without regard to whether the monies claimed as owed relate to any prior shipment of Goods or Goods currently being shipped. BlueX Pay reserves the right to foreclose and/or satisfy its lien rights by selling any and all Lien Property at public auction or private sale or collecting or selling any accounts receivable, all at the sole discretion of BlueX Pay upon proper and due Notice to Customer, and upon receipt of Notice in accordance with these provisions, Customer will undertake to notify any other parties with a beneficial interest in the subject Lien Property.
4. Grant of Security Interest. Upon BlueX Pay reselling the Goods and transferring the title of the Goods to Customer pursuant to Section 6.2, as security for any existing and future indebtedness of Customer to BlueX Pay, including claims for charges, expenses, or advances incurred by BlueX Pay in connection with any shipment or transaction of Customer, and whether or not presently contemplated by Customer, any related Seller, and/or BlueX Pay, Customer hereby grants, assigns, transfers, conveys, pledges, and mortgages to BlueX Pay a first perfected priority security interest/lien in/upon all Goods, documents of title and other property such Customer provides for its customers and clients and for which Cargo Financing Services are extended pursuant hereto (collectively, with proceeds of the foregoing, the “Collateral”). Notwithstanding the foregoing, Collateral shall not include any Goods sold for fair market value to a bona fide third-party purchaser. Customer expressly represents and warrants to BlueX Pay that it holds and maintains valid and perfected liens, title, and/or security interests in the Collateral, including any created by way of (as applicable): (a) carrier’s and/or warehouse liens upon the Collateral under Article 7 of the Uniform Commercial Code, U.S. maritime law, and/or other applicable law; (b) consensual security interests in the Collateral under Article 9 of the Uniform Commercial Code or other applicable law; and/or (c) general and continuing liens pursuant to contractual agreements with its customers and/or its tariffs in effect governing the goods and services provided by Customer or Seller to its customers. Customer expressly agrees that it holds the Collateral as bailee for BlueX Pay’s benefit to secure Customer’s obligations under the terms of these Conditions and that BlueX Pay shall have a security interest and a general and continuing lien on any and all Collateral, wheresoever located, in the possession, custody or control of Customer or its agents, for any amounts owed by Customer to BlueX Pay with regard to the shipment on which the lien is claimed, a prior shipment(s) or both, and without regard to the services performed for, or Goods provided by Customer to, its customer. This lien and security interest shall be in addition to any other rights BlueX Pay has or may acquire under other agreements, conventions, tariffs and/or applicable laws, and shall survive delivery or releases of any Collateral. In the event of any failure to fund or in the event of a non-sufficient funds notification or failure to pay any amounts due hereunder, Customer shall notify all parties having an interest in its shipment(s) of BlueX Pay ‘s rights and/or the exercise of such lien. Unless, within thirty (30) days of receiving Notice of BlueX Pay’s intent to exercise such lien, Customer posts cash or letter of credit at sight, or, if the amount due is in dispute, an acceptable bond equal to 110% of the value of the total amount due, in favor of BlueX Pay, guaranteeing payment of the monies owed, plus all charges accrued or to be accrued, BlueX Pay shall have the right to sell such shipment(s) at public or private sale or auction and any net proceeds remaining thereafter shall be refunded to Customer.

1. Customer shall take all action that may be necessary or desirable, or that BlueX Pay may request, so as at all times to maintain the validity, perfection, enforceability, and priority of BlueX Pay’s security interest in and lien on the Lien Property and Collateral or to enable BlueX Pay to protect, exercise, or enforce its rights in these Conditions and in the Lien Property and Collateral, including, but not limited to, (a) delivering to BlueX Pay, endorsed, or accompanied by such instruments of assignment as BlueX Pay may specify, and stamping or marking, in such manner as BlueX Pay may specify, any and all chattel paper, instruments, letters of credits, and advices thereof and documents evidencing or forming a part of the Collateral, (b) entering into warehousing, lockbox, and other custodial arrangements satisfactory to BlueX Pay, and (c) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices, and assignments, in each case in form and substance satisfactory to BlueX Pay, relating to the creation, validity, perfection, maintenance, or continuation of BlueX Pay’s security interest and lien under the Uniform Commercial Code or other applicable law.
2. BlueX Pay is hereby granted power of attorney to execute and file appropriate financing statements or to otherwise effect any other means of perfection of security interests pursuant to applicable law on Customer’s behalf.

1. Customer acknowledges that when it elects to use the Cargo Pay-It-Later Service, it may indirectly request BlueX Pay to purchase Goods from a Seller for and on behalf of Customer. Customer expressly acknowledges and agrees that any purchase of Goods from BlueX Pay shall be on an “as is” basis and that BlueX Pay disclaims to the fullest extent of the law any product warranty or guaranty for purchases or sales of Goods acquired from any Seller. Customer hereby agrees to indemnify BlueX Pay for any Claims (as defined in the Terms of Service) with respect to any such purchase or sale of any such Goods.
2. Without limiting the generality of Section 8.1:
   1. BlueX Pay makes no other warranties, express or implied, as to any matter whatsoever, including, without limitation, the design or condition of any Goods, their merchantability, fitness, capacity, or suitability for any particular purpose, the quality of the material or workmanship of any Goods, or conformity of any Goods to the provisions and specifications of any Sale Documents;
   2. BlueX Pay shall not be liable to Customer for any liability, claim, loss, damage, or expense of any kind or nature caused directly or indirectly by any Goods, any inadequacy thereof for any purpose, any deficiency or defect therein, whether known or unknown to BlueX Pay; and
   3. in any event, BlueX Pay shall not be liable to Customer for any loss of business or any other incidental or consequential loss or damage resulting from any cause whatsoever.
3. Customer acknowledges, represents, and warrants that it has made the selection of the Goods based on its own judgment and expressly disclaims any reliance upon statements made by BlueX Pay.
4. For the avoidance of doubt, any dispute between Customer and any Seller shall not in any way affect any of Customer’s payment obligations to BlueX Pay hereunder.

1. Customer specifically represents, warrants, and covenants that (i) it is in compliance and will comply with and (ii) the exercise of BlueX Pay’s rights and the performance by BlueX Pay of its obligations as contemplated by these Conditions shall not result in any violation of, the most current import and export control and sanctions laws, regulations, and orders applicable at the time of any import, export, re-export, transfer or provision of Goods. In particular, Customer shall not, and shall not cause or request BlueX Pay to (a) supply goods, services, or technologies to any natural or legal person, organization, or entity (“Prohibited Party”) that is subject to embargo, sanction, or other similar restrictions, including denied parties status, by any relevant authorities of any applicable jurisdiction (the “Restrictions”), (b) export or re-export any goods, services, or technologies to a banned country or jurisdiction, or one which is subject to Restrictions, without having obtained all necessary authorizations from relevant authorities of all applicable jurisdictions, as the case may require, (c) export or re-export any goods, services, or technologies for the purpose of using them in sectors that are banned or subject to Restrictions, or (iv) export or re-export to, or engage in financial transactions with any Prohibited Party, or any party, organization, or entity with regard to which there is credible reason to believe that they fail to fully comply, or intend not to comply, with the Restrictions.
2. With respect to each Cargo Financing Service Request, Customer further covenants that: (a) upon the consummation of each purchase and sale transaction contemplated by any Sale Documents, Customer will have full, clear, and unencumbered title to all Goods which are the subject of such Sale Documents; (b) it will defend the Lien Property and Collateral against all claims and demands of all persons and entities, and will not permit any circumstances to exist under which BlueX Pay or any affiliated entity thereof may lose its lien or lien priority in any Lien Property or any interest in any Collateral; (c) it will promptly pay all potential taxes on Lien Property and the Collateral that might result in the imposition of a lien upon the same; (d) it will not sell, assign, mortgage, lease, pledge, lend, transfer, allow any third party to use, or otherwise dispose of the Lien Property or Collateral without the prior written consent and at the sole discretion of BlueX Pay; (e) it shall allow BlueX Pay or its representatives free access to and right of inspection of the Lien Property and Collateral at any time; and (f) no tangible document of title shall be substituted for an electronic record.

1. Each of the following events or conditions shall constitute a “Default” under these Conditions (whether it shall be voluntary or involuntary or come about or be effected by any Legal Requirements or otherwise):

   1. Customer fails to pay (w) any principal of any credit extended to Customer via the Cargo Financing Services (the “Credit”) when due , (x) any Handling Fee, (y) any interest (if applicable) on any Credit or Handling Fee, or (z) any fee or other amount payable hereunder or under any other agreements with respect to the Cargo Financing Services, when due and such failure remains unremedied for a period of 10 days;

   2. any representation, warranty, certification, or other statement of fact made or deemed made by or on behalf of Customer under or in connection with the Cargo Financing Services proves to have been false or misleading in any material respect on or as of the date made or deemed made;

   3. Customer fails to perform or observe any other covenant, term, condition, or agreement contained in the Terms of Service and these Conditions and such failure continues unremedied for a period of 10 days after written notice to Customer from BlueX Pay;

   4. Customer (x) commences any case, proceeding, or other action under any existing or future liquidation, bankruptcy, assignment for the benefit of creditors, conservatorship, moratorium, receivership, insolvency, rearrangement, reorganization, or similar debtor relief laws in any applicable jurisdiction in effect from time to time, seeking (A) to have an order for relief entered with respect to it, or (B) to adjudicate it as bankrupt or insolvent, or (C) reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts, or (D) appointment of a receiver, trustee, custodian, conservator, or other similar official for it or for all or any substantial part of its assets or (y) makes a general assignment for the benefit of its creditors;

   5. there is commenced against the Customer in a court of competent jurisdiction any case, proceeding, or other action of a nature referred to in clause (iv) above which (x) results in the entry of an order for relief or any such adjudication or appointment or (y) remains undismissed, undischarged, unstayed, or unbonded for 10 days;

   6. any interest in any Lien Property or Collateral ceases to be enforceable and of the same effect and priority purported to be created hereby;

   7. any Change of Control occurs. "Change of Control" means (x) the closing of the sale, transfer or other disposition, in a single transaction or series of related transactions, of all or substantially all of Customer’s assets or the exclusive license of all or substantially all of Customer’s material intellectual property; (y) the consummation of a merger or consolidation of Customer with or into another entity (except a merger or consolidation in which the holders of capital stock of Customer immediately prior to such merger or consolidation continue to hold a majority of the outstanding voting securities of the capital stock of the Customer or the surviving or acquiring entity immediately following the consummation of such transaction); or (z) the closing of the transfer (whether by merger, consolidation or otherwise), in a single transaction or series of related transactions, to a Person or group of Persons of Customer's capital stock if, after such closing, such Person or group would become the beneficial owner of more than fifty percent (50%) of the outstanding voting securities of Customer (or the surviving or acquiring entity); and

   8. there occurs in the judgment of BlueX Pay a material adverse effect on (w) the business, assets, properties, liabilities (actual or contingent), operations, or condition (financial or otherwise) or prospects of the Customer, individually, or the Customer taken as a whole, (x) the perfection or priority of any interest in any Lien Property or Collateral, (y) the rights or remedies of BlueX Pay under the Terms of Service and these Conditions, or (z) the ability of the Customer to perform any of its material obligations under the Terms of Service and these Conditions.

2. Without limiting any other remedies of BlueX Pay set forth under the Terms of Service and these Conditions, if any Default occurs, then BlueX Pay may take any of the following actions individually or in combination:

   1. by notice to the Customer, declare any Credit to be terminated forthwith, whereupon the Credit shall immediately terminate;

   2. by notice to the Customer, declare any Credit (with accrued Handling Fees and interest (if any) thereon) and all other amounts owing under the Terms of Service and these Conditions to be due and payable forthwith, whereupon the same shall immediately become due and payable;

   3. initiate a collection process or legal action to collect any money owed to BlueX Pay, including but not limited to appointing any Person as its agent to collect any amount due by Customer to BlueX Pay, with the cost of any such process or legal action (including but not limited to attorneys' fees) being borne by Customer;

   4. transfer Customer Information, subject to BlueX Pay’s Privacy Policy, to any Related Service Providers, including credit bureaus, Sellers, and freight forwarders; and

   5. request Seller and any freight forwarder to restrict or completely prohibit Customer’s access to any Goods.