FedEx More Savings Program Agreement

SCHEDULE 1

Terms and Conditions

Section 1. Agreement ("Agreement").

I (hereinafter referred to as "I", "Me", "Customer" or "My") acknowledge that clicking the "I Accept" button below constitutes My signature and My acceptance of and agreement to the terms and conditions of the More Savings Program ("Program") as set out in this Agreement, on behalf of me and the entity with which I am employed or represent, if any. I further acknowledge that My clicking the "I Accept" button below does not automatically render Me eligible for the Program, and that My eligibility to participate in the Program will be determined solely by FedEx based on My compliance with the eligibility requirements provided in this Agreement and My response to the eligibility questions posed by FedEx on fedex.com or otherwise. I acknowledge that to determine My eligibility to participate, I must apply at fedex.com and will receive notice from FedEx regarding whether I am eligible to participate. I acknowledge that once deemed eligible for the Program, this Agreement with FedEx ("FedEx") governs My participation in the Program and that I will only be allowed to participate in the Program as provided in this Agreement. I acknowledge that eligible participants will be referred to throughout this Agreement as "Participant". When used in this Agreement, the name "FedEx" shall mean and include FedEx Corporate Services, Inc., its parent corporation and any and all of its parent corporation's affiliate and subsidiary companies, any of which may exercise the rights and privileges afforded FedEx under this Agreement, but FedEx Corporate Services is the sole obligor. Please print out a copy of this agreement for your records.


Section 2. Program.

I acknowledge that I have been advised to read and review this Agreement and to print a copy for my records. I acknowledge that I must apply on fedex.com to be considered for eligibility to participate in the Program. During the term of this Program, and subject to the terms of this Agreement, Participants who have an active FedEx account in good standing may receive, following enrollment in this program, discounts for a period of 9 weeks (the "Introductory Period"):


(a) a 22% discount ("Discount") off of the FedEx list prices in effect on the date of shipment, as published by FedEx from time to time, on shipments sent by Participants via eligible FedEx Express services and processed through FedEx® electronic shipping solutions. Eligible FedEx Express services ("Eligible Express Services") are: FedEx Priority Overnight, FedEx Standard Overnight, FedEx 2Day, FedEx Express Saver, FedEx 1Day Freight, FedEx 2Day Freight, FedEx 3Day Freight, FedEx International Priority, FedEx International Economy, FedEx International Priority Freight, and FedEx International Economy Freight. Only U.S. based payors may be Participants.


(b) a 9% discount ("Discount") each off of the FedEx list prices in effect on the date of shipment, as published by FedEx from time to time, on shipments sent by Participants via eligible FedEx Ground and FedEx Home Delivery services. Eligible FedEx Ground and FedEx Home Delivery services ("Eligible FedEx Ground and FedEx Home Delivery Services") are: FedEx Ground and FedEx Home Delivery for shipments having an origin and destination solely within the United States. The discount is only eligible in Zones 2,3,4,5,6,7, and 8. Only U.S. based payors may be Participants. Eligible FedEx Express Services and Eligible FedEx Ground and FedEx Home Delivery Services are collectively referred to as the "Eligible Services".


(c) a 5% discount ("Discount") off of the FedEx list prices in effect on the date of shipment, as published by FedEx from time to time, on shipments sent by Participants via FedEx International Ground services northbound US to Canada. Only U.S. based payors may be Participants. Eligible FedEx Express Services and Eligible FedEx Ground and FedEx Home Delivery Services are collectively referred to as the "Eligible Services".


(d) Introductory Period – Following enrollment in this program, Participant shall receive the above mentioned discounts for a period of 9 weeks. Discounts apply to rates as per the FedEx Service Guide in effect on the date of shipment. Discounts do not apply to ancillary service fees, surcharges, special handling fees or other charges.


(e) Earned Discounts & Calculation – At conclusion of the 9 week introductory Period, my discounts will be determined based on Participant's actual shipping activity as follows:


Participant's base transportation charges (annualized) will be calculated weekly to determine the participants discount, from the table below, for the following week. Participant's annualized charges shall be based on a 52-week frequency. Beginning with the shipments during the last week of the introductory period, the participant's cumulative base transportation charges will be divided by the corresponding number of weeks and then multiplied by 52. After 52 weeks, the base transportation charges for the most recent 52 weeks will be used. In order for a shipment to count towards Participant's earned discount threshold or to receive an applicable earned discount, the shipment must be billed to a FedEx account number that is eligible for earned discounts, and, if an automation device is used, shipped from an earned discount compatible automation device. Participant shall not be entitled to invoice adjustments for earned discounts for use of account numbers or automation devices that are not eligible for earned discounts.


(f) Service Groupings used in the Earned Discount Calculation: For each of the Service Groupings below, revenue will be combined from U.S. payer accounts for all applicable billing options (Outbound, Inbound, Third Party and Recipient Bill):


Domestic Express


International Express: International Express revenue includes U.S. Export, U.S. Import, Non-U.S. Origin International, Puerto Rico Southbound, Puerto Rico Northbound shipments, Priority Direct Distribution and International Mail Service billed to the account numbers identified herein.


Ground: Includes single piece, net multiweight and return shipments


Home Delivery: Includes single piece, net multiweight and return shipments


Annual Revenue ($) FedEx Express® (with electronic solution) FedEx Express® (without electronic solution) FedEx Ground® FedEx International Ground®
$0.00-$999.99 Annual 16% List rates 8% 5%
$1,000-$2,999.99 Annual 20% 4% 8.5% 5%
$3,000.00-$4,999.99 Annual 22% 6% 9% 5%
$5,000.00-$9,999.99 Annual 24% 8% 9.5% 5%
$10,000.00-$24,999.99 Annual 26% 10% 10.0% 5%
$25,000 & up Annual 32% 16% 11.0% 5%
Introductory Period Discount (initial 9 weeks after discount enrollment) 22% 6% 9% 5%

(g) Minimum Package Charge: For each FedEx Ground and FedEx Home Delivery package, I agree to pay the greater of the net package charge based on Participant's discounts, if any, for a given service or a minimum net charge equivalent to the Zone 2, 1 pound rate as per the FedEx Service Guide in effect on the date of shipment.


(h) Pricing for U.S. Import Express services applies to U.S. payor FedEx accounts for shipments with a non-U.S. origin and a U.S. destination. Pricing for non-U.S. origin/destination Express services applies to U.S. payor FedEx accounts for shipments with a non-U.S. origin and a non-U.S. destination. Pricing is subject to discount limitations and minimum charges that vary by the country of origin. The discount limitations and minimum charges are determined by FedEx and are subject to change without notice. Destination based import rates apply and may be found at www.fedex.com. Customer's FedEx Express pricing is expressed as a percentage discount off of the base rate. Discounts do not apply to ancillary service fees, surcharges, special handling fees or other charges.


Section 3. Restrictions.

(a) The Discount offered through the Program cannot be combined with any other FedEx discounts available to Participant from FedEx, or through any authorized FedEx representative. If Customer elects to accept the Discount described in this Agreement, no other FedEx discount will be applied to any FedEx shipments made by Participant through FedEx® electronic shipping solutions. With the exception of certain custom freight pricing agreements, the pricing in this Program will supersede any pre-existing pricing or agreement with FedEx, which means that any kind of FedEx discounts, including but not limited to, any earned or bonus discounts, or any surcharge waiver or other waivers, any custom shipment weight minimum, or any custom Dimensional Weight factor, will be terminated and the new discount Program will apply.


(b) Customers whose accounts have a status of Cash Only or Inactive, all as determined by FedEx in its sole discretion, are not eligible to participate in the Program. FedEx does not extend consumer credit, and FedEx's standard credit policies as determined by FedEx from time to time shall apply. FedEx solely determines whether a Participant's account number is eligible for the Program. Only FedEx Account Numbers that are eligible (as determined by FedEx in its sole discretion) may participate in the Program.


(c) All requests for account numbers are subject to credit investigation and verification by our Credit Department and Customer Account Confirmation Department. FedEx utilizes business credit reporting agencies, audited financial statements, Standard & Poor's and Moody's bond ratings, and other sources as necessary, to determine eligibility for open credit terms.


(d) Failure to keep your FedEx account current may result in your account being placed on a cash-only status. This status may impair your ability to use our services, delay your shipments, and may result in the loss of any applicable discounts. Credit privileges will not be restored until you have paid all past-due balances in full and all costs, fees and expenses incurred by FedEx in collecting or attempting to collect such balances. FedEx may require establishment of electronic funds transfer as a prerequisite to credit restoration. FedEx may decline to restore credit privileges even if all costs, fees and expenses are paid. Customers requesting removal from cash only status must contact Revenue Collections department at 1.800.506.7580.


(e) Customers who participate in FedEx Corporate Purchasing Card programs, or who have special third-party billing, all as determined by FedEx in its sole discretion, are not eligible to participate in the Program.


(f) Customers whose accounts are designated as Government Service Account, Interline Account, Global Service Participant Account, FedEx Corporate Account or FedEx World Wide Service Account, all as determined by FedEx in its sole discretion, are not eligible to participate in the Program.


(g) Customers who use the FedEx consolidated invoice option are not eligible to participate in the Program.


(h) Customers must accept the Single Invoice option in order to be eligible for the Program.


(i) Any Discount applies only to list rate transportation charges and not to any surcharges, special handling fees, duties, taxes, or other additional charges as described in the applicable FedEx Service Guide in effect on the day of shipment. Ground minimums may apply for FedEx Ground and FedEx Home Delivery shipments.


(j) A Participant's valid e-mail address must be provided during the application process. Participant's participation in the Program constitutes Participant's permission for FedEx to use such email address to communicate with Participant.


(k) Any Discount available under the Program is for use solely by Participant in making shipments for its sole account. The Discount may not be extended by Participant to any other party. The Discount may not be sold, assigned, used through third party billing, or otherwise transferred to any other party. Package consolidators may not participate in the Program.


(l) Participants must comply with the payment terms established by FedEx for the account for services rendered by FedEx under the Program. Payment for services rendered by FedEx under the Program must be in U.S. currency.


(m) Participants must be 18 years of age or older and have a U.S.-based billing address.


(n) Accounts not in good credit standing are not eligible for continued participation in the Program.


(o) Discounts are applied to Eligible Services. Due to varying ship dates and billing cycles, Participants may not be billed for all Eligible Services within the same week or month (depending on the billing frequency) they are shipped.


(p) Only U.S. based payors may be Participants. Customers in Puerto Rico are not U.S.-based payors, and therefore are not eligible for the Program.


Section 4. Term of Program.

The Program shall remain in effect until FedEx provides notice of suspension or termination of the Discount, the Program or this Agreement through a notice posted on fedex.com or as otherwise provided by FedEx. FedEx reserves the right to (a) alter or modify the Discount, the Program or this Agreement; and, (b) suspend or terminate the Discount, the Program or this Agreement, or terminate a Participant's participation in the Program, all at any time for any reason through a notice posted by FedEx on fedex.com or as otherwise provided by FedEx. In the event a Participant is later determined not to be eligible for the Program after being notified that Participant was eligible, Participant's participation in the Program will be terminated. In the event, Participant elects to accept another discount from FedEx after Participant is deemed eligible for the Program, Participant will no longer receive the Discount and Participant's participation in the Program will be terminated. If Participant elects to accept the Discount under this Program, such election will override any other discount. Decisions regarding eligibility to participate in the Program are solely within the discretion of FedEx.


Section 5. Shipments.

The terms and conditions of carriage in the applicable FedEx Service Guide in effect on the day of any shipment made by Participant under the Program shall apply to any such shipment. FedEx reserves the right to modify the FedEx Service Guide at any time and without notice. If there is a conflict between the FedEx Service Guide and the Program, the FedEx Service Guide terms and conditions will control.


Section 6. Controlling Law and Severability.

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of Tennessee, without reference to its conflicts of law provisions. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties and the remainder of this Agreement shall remain in full force and effect. Any cause of action arising under this Agreement must be instituted within one year after the claim or cause of action has arisen in a court of competent jurisdiction in Shelby County, Tennessee or be barred.


Section 7. Complete Agreement.

This Agreement constitutes the entire agreement with respect to the Program and supersedes any prior or contemporaneous understandings, representations, statements or agreements, written or oral. No amendment to, modification of, or waiver of any provision of, this Agreement will be binding on FedEx without FedEx's written consent which must be identified as an amendment, modification or waiver. Customers in Puerto Rico are not U.S. based payors, and therefore are not eligible for this Program.