Ascent On-Demand

Ascent On-Demand is a registered assumed name (d/b/a) of Active Aero Group, Inc. ("AOD"), the parent company of Active PTM, LLC (d/b/a Ascent On-Demand) ("PTM") and Active Global Solutions, LLC (d/b/a Ascent On-Demand) ("AGS") and Active Aero Motor Carrier, LLC (d/b/a Ascent Expedite) ("AMC") and Active Aero Charter, LLC (d/b/a Ascent On-Demand) ("AAC"). Services provided by those entities include: Airfreight Forwarding — Active Global Solutions. Surface Freight Forwarding - Active Global Solutions. Expedited and Non-Expedited Freight Brokerage — Active PTM. Common carrier of property (excluding household goods) — Active Motor Carrier. Air Charter Management — Active Aero Charter (defined as "AOD Group").

Ascent On-Demand (AOD) through Active PTM will obtain shipment information from the client and transmit pertinent information to a network of subscribing providers, who will respond with information sufficient for the Client, or AOD staff on the client's behalf, to choose the best option to meet the client's shipment requirements. PTM will utilize the services of 3rd party providers as well as AOD-owned companies such as AGS and AAC, who hold the right to match the lowest qualifying transportation offer received from Active PTM's network of providers.

PTM will arrange for cargo transport in coordination with the parameters set by the Client to meet the Client's time requirement, cost requirement, or both. The selection of providers eligible to serve the Client's requirements will be determined by PTM at its sole discretion. However, the Client may recommend providers for their shipments and those providers will be added so long as they meet Regulatory and AOD qualification standards. Usually, PTM will select Motor Carriers/Ground Expedite Providers or Airfreight Forwarders to transport the Client's specific shipment — although the Client may choose to take over this function

Carriage via Motor Carriers and Ground Expedite Providers

• PTM will "qualify" Motor Carriers and Ground Expedite providers — assessing the providers for applicable regulatory, equipment, safety and insurance requirements of either the company or the Federal agencies overseeing the mode, or both, as the case may be.
• In the event that Client advises that it requires transportation of hazardous material, PTM will require that the provider have excess insurance in place covering potential harm caused by such transportation.
  


• Cargo Liability
  • For shipments for which PTM has arranged for the transportation via Motor Carrier or Ground Expedite provider, liability for any cargo loss, damage or delay shall be solely and exclusively the responsibility of the provider involved with the subject shipment. PTM shall require each such provider to assume liability as a common carrier for loss, damage to or destruction of any and all Client's freight or any delay in transit while under the provider's care, custody or control. PTM shall endeavor to ensure that all claims shall be paid or settled by the Qualified Carrier within ninety (90) days of the receipt of a properly documented claim.
    
    
  • PTM shall be responsible for assisting in the resolution of the claim by assisting in the investigation, documentation and/or prosecution of all cargo loss, damage or destruction claims against its Qualified Carriers in accordance with this Section to the reasonable satisfaction of the Client. PTM will assure that all carriers maintain not less than $100,000 in cargo liability insurance covering damage to the Client's cargo. That is the limit of PTM's responsibility or liability for cargo loss. PTM does not assume liability for cargo loss, damage or delay solely by virtue of carrying insurance or otherwise. Client agrees that it will not pursue any cargo loss, damage or delay claim against PTM.
    
    
  • Application of Law
    All regulations applicable to brokers promulgated by the Secretary of Transportation for the protection of shippers as set out in 49 U.S.C. § 13904(c) are applicable under this Service Provider Contract, whether such regulations are currently in effect or are subsequently adopted. To the extent that any provision in this Contract conflicts with the Interstate Commerce Commission Termination Act of 1995 ("ICCTA") as codified by 49 U.S.C. § 14101(b)(1) or related regulations, the provisions of this Contract shall control and the parties waive the application of such conflicting statutory provision or regulation.
    
    

Carriage via Air Freight Forwarders

• 1) Carriage via Third-Party Air Freight Forwarders Selected by PTM
  
  
  • a)   Concurrent with its broadcast of the Client's shipment requirements to its network of Motor Carriers and Ground Expedite providers, PTM will submit shipment criteria to its network of IAC/Air Freight Forwarders. The Client acknowledges that:
    
    
    • i)   For domestic shipments, IAC is responsible for not more than: $.50 per pound of cargo, or $50, whichever is greater.
    • ii)   For international shipments, IAC is responsible for not more than $9.07 per pound of cargo.
      
      
  • b)  Client further agrees that in the event of any claim that arises by virtue of the transportation of the Client's cargo (or cargo shipped on behalf of and at the request of the client) via IAC/Air Freight Forwarder, the limit of liability of the Carrier is as set forth in Paragraph 1a i and ii, above. Client will not seek to recover damages for amounts greater than is stated in paragraph 1a, i or ii, above, from the provider, PTM, AGS or AOD.
    
    
  • c)   Client further acknowledges that any shipment traveling by aircraft may be subject to inspection by the Transportation Security Administration (TSA) or other agencies charged with the security of the air cargo supply chain.
    
    
• 2) Carriage via Active Global Solutions by award from PTM
  
  For each shipment awarded to AGS by PTM (by virtue of having submitted the lowest bid to PTM), the following will apply:
  
  
  • a) For airfreight forwarding, AGS will arrange for transportation of the Client's cargo on an air carrier and will arrange for the delivery and pickup at the respective airports, per the Client's direction. AGS' liability for cargo damage, loss or delay shall be limited to the lesser of:
    • i)  The lesser of the amount of damages sustained, or $.50 per pound multiplied by the number of pounds (or fraction thereof) of each piece of the shipment which may have been lost, delayed, damaged or destroyed (but not less than $50.00 per shipment) unless a higher value is declared herein and applicable charges paid hereon, plus the amount of any transportation charges for which AGS may be liable
    • ii)  AGS' maximum liability for international shipments shall be in accordance with the rules of the Warsaw Convention as amended by Montreal Protocol No. 4.
    • iii)  As a condition precedent to recovery, Client must have reported the loss or damage to AGS within 12 days of delivery, and the cargo must be secured for inspection for an additional 15 days after notice to AGS. So long as the preceding requirements have been met, claims for loss, damage or delay may be filed in writing with AGS up to but not exceeding 180 days after the shipment date. No claims for loss, damage or delay will be considered to have been filed with AGS until such time as all charges thereon have been paid.
      
      
  • b)  Client further acknowledges that any shipment traveling by aircraft may be subject to inspection by the Transportation Security Administration (TSA) or other agencies charged with the security of the air cargo supply chain.
    
    
  • c)  For ground movements via AGS, AGS will utilize only carriers that are insured to a level required by regulation (if applicable ) or deemed sufficient in the judgment of AGS, and for which said carrier has agreed to participate in AGS' processes for monitoring compliance with insurance and driver safety record requirements
    
    
  • d)  Each shipment will have a receipt or air waybill signed by an AGS provider. The origin receipt will be prima facie evidence of receipt of the shipment in good order and condition unless otherwise noted on the receipt. AGS shall require the provider to obtain a consignee signature to the receipt.
    
    
  • e)  Cargo Liability
    Cargo claims shall be filed in accordance with 49 CFR 370, and AGS' liability is limited to the Client's actual cost of articles lost, damaged or destroyed and shall not, under any circumstances, exceed $200,000.00 per vehicle and freight charges up to the amount that was to be paid to AGS for the subject shipment.
    
    
• 3) Carriage via Air Charter Operators — Active Aero Charter
  
  
  • •   Active Aero Charter will require that all air carriers providing service to AAC will, at all times, have a current operating certificate issued by the Federal Aviation Administration (FAA) under Parts 121, 135 or other applicable parts of the Federal Aviation Regulations, or such other certificate as required by any other governmental body in the country in which the Operator is authorized.
    
    
  • •   Active Aero Charter will require that all air carriers providing service to AAC will, at all times, maintain on record with AAC proof of insurance.
    
    
  • •   AAC shall be liable for the full actual loss, damage or injury to property or goods (except that loss, damage or injury caused by the inherent vice of the property or goods) tendered for the account of Client AAC agrees to acknowledge all claims within thirty (30) days from receipt and to endeavor to resolve all claims within ninety (90) days from receipt. Claims for loss or damage must be made in writing to AAC within one year after the date of acceptance of the shipment by AAC to: Ascent On-Demand 2068 E Street Belleville, MI 48111
    
    
  • •   No claim will be entertained until all transportation charges thereon have been paid. Client may not deduct claims from other unrelated transportation charges. All claims will be subject to inspection rights of the AAC. Inspections, including inspections for concealed loss or damage, must be requested within 72 hours after notice of the claim to AAC. All damaged cargo must be retained in the original shipping container until inspected by AAC or until the expiration of the time within which AAC is entitled to inspect. AAC will not be liable in any action brought to enforce a claim unless the applicable claims procedures have been complied with and unless such action is brought within one (1) year from the date written notice is given to the claimant that AAC has disallowed the claim in whole or in part unless otherwise required by a federal or state law, rule or regulation applicable to the shipment.
    
    
  • •   Insurance Requirements
    • o  AAC shall, at its sole expense, obtain and maintain in continuous force through the term of this Contract and any extension thereof, the following types of insurance:
      
      
      • Aircraft Liability Insurance: covering liability for bodily injury and property damage arising out of the ownership, maintenance or use of aircraft (including owned, non-owned and hired) and liability under contractual agreements: $300,000,000 each occurrence.
      • Cargo Legal Liability Insurance: including loading and unloading and interim storage, covering liability assumed by AAC.
      • Workers Compensation Insurance: statutory limits for all states of operation.
    
    
    • o  AAC shall cause each service provider to AAC to purchase and maintain insurance of the types and in the amounts that AAC deems appropriate.