Master Subscription Agreement

Subject to this Agreement and payment of the fees, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Platform for Customer's internal business operations, up to any usage limits stated in the Order Form.

Customer may permit Authorized Users to use the Platform and is responsible for their compliance with this Agreement and for all activity under Customer's accounts. Customer shall keep login credentials secure.

Provider shall (a) make the Platform available in accordance with Section 6 (Support and Availability); (b) provide the Services in a professional and workmanlike manner; and (c) comply with applicable laws in providing the Services.

Customer shall not, and shall not permit any person to: (a) copy, modify, or create derivative works of the Platform; (b) reverse engineer or attempt to derive source code, except as permitted by law; (c) resell, rent, or provide the Platform to third parties except Authorized Users; (d) circumvent usage limits or security; or (e) use the Platform in violation of law or to build a competing product.

Customer shall pay the subscription fees set out in the Order Form. Unless otherwise stated, fees are billed monthly in advance.

Provider will invoice Customer per the Order Form. Undisputed invoices are due within seven (7) days of the invoice date. Payment shall be made by the method stated in the Order Form.

Undisputed amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, and Provider may suspend the Services on reasonable notice for continued non-payment.

Fees are exclusive of taxes. Customer is responsible for all sales, use, and similar taxes, excluding taxes on Provider's net income.

As between the Parties, Customer owns and retains all right, title, and interest in and to Customer Data. Customer grants Provider a non-exclusive, worldwide license during the Term to host, copy, process, transmit, and display Customer Data solely as permitted by Section 4.2.

Provider may process Customer Data only as reasonably necessary to provide, administer, secure, maintain, and support the Services; perform Customer's documented instructions; prevent or investigate fraud, abuse, or security incidents; enforce this Agreement; and comply with applicable law. Provider shall not sell or rent Customer Data. Provider shall not use Customer Data to train or improve any artificial-intelligence, machine-learning, or shared analytics model except with Customer's prior written consent. Customer's request for or use of a Platform feature does not, by itself, constitute consent to model training. Notwithstanding the foregoing, Provider may use Aggregated and De-Identified Data solely as permitted by Section 4.3.

Provider may create and use Aggregated and De-Identified Data for internal security, service analytics, performance measurement, benchmarking, and product development. Provider shall maintain reasonable measures designed to prevent re-identification, shall not attempt to re-identify such data, and shall not sell, license, publish, or disclose such data in a manner that identifies or reasonably permits identification of Customer, an Authorized User, an individual, a customer, facility, route, carrier, driver, shipment, or transaction. Provider may retain and use Aggregated and De-Identified Data after termination of this Agreement.

Provider owns all enhancements, modifications, features, workflows, and functionality developed by Provider in compliance with Sections 4.2 and 4.3. Customer acquires no ownership interest in those improvements. Nothing in this Section transfers ownership of Customer Data, authorizes the use of identifiable Customer Data for product development or model training, or expands Provider's data-processing rights under this Agreement.

Provider shall maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, or disclosure, appropriate to the nature of the data and the Services.

Provider applies a rolling retention period to dock operations and captured operational Customer Data. Unless Customer instructs Provider otherwise in writing or the Order Form specifies a different period, Provider will delete such data from its active systems no later than ninety (90) days after capture. Any different retention period requested by Customer shall not exceed one hundred eighty (180) days. Customer may request a shorter retention period in writing.

Customer Data successfully transferred through an API or integration to a WMS, TMS, or other system controlled by Customer or its designee is thereafter retained and deleted under Customer's arrangements with that destination system. Provider remains responsible for copies of that data that remain in Provider's systems.

During the Term and for thirty (30) days after termination, Customer may export Customer Data then available in a commercially reasonable format, subject to the rolling retention period above. Following that export period, Provider shall delete any remaining identifiable Customer Data from its active systems, except to the extent retention is required by applicable law or the data remains in backups created in the ordinary course. Retained backups shall remain protected under this Agreement, shall not be accessed or used except for system recovery, security, or legal-compliance purposes, and shall be subject to the same deletion controls if restored. Provider's rights to identifiable Customer Data end when the applicable data is deleted. Provider may retain Aggregated and De-Identified Data solely in accordance with Section 4.3.

Provider and its licensors own all right, title, and interest in and to the Platform, the Services, and all related intellectual property, including all source code, software, designs, APIs, workflows, documentation, trademarks, and all improvements and derivative works. No rights are granted to Customer except the limited access rights expressly stated in this Agreement.

If Customer provides suggestions, feedback, or ideas regarding the Platform that do not include Customer Data, Provider may use them without restriction or obligation, and Provider will own any improvements it makes based on such feedback.

Provider will provide reasonable technical support to Customer's designated contacts during Provider's standard business hours of 9:00 AM to 4:00 PM Eastern Time, Monday through Friday. Provider will use commercially reasonable efforts to respond to support requests promptly.

Provider will use commercially reasonable efforts to make the Platform available with a target uptime of 99.5% measured monthly, excluding scheduled maintenance, emergency maintenance, and factors outside Provider's reasonable control.

Provider may perform scheduled maintenance and will use reasonable efforts to provide advance notice of maintenance expected to cause material disruption.

Each Party warrants that it has the authority to enter into this Agreement and that its performance will not violate any agreement or law.

Provider warrants that the Services will perform materially in accordance with the applicable documentation. Customer's exclusive remedy for breach of this warranty is Provider's commercially reasonable effort to correct the non-conformity.

Except as expressly stated, the Platform and Services are provided “as is” and Provider disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Provider does not warrant that the Services will be uninterrupted or error-free.

Provider will defend Customer against third-party claims that the Platform, as provided by Provider and used in accordance with this Agreement, infringes such third party's intellectual-property rights, and will indemnify Customer for amounts finally awarded, subject to the limitations in this Agreement.

Customer will defend Provider against third-party claims arising from Customer Data or Customer's use of the Platform in violation of this Agreement or law, and will indemnify Provider for amounts finally awarded.

The indemnified Party shall give prompt notice, allow the indemnifying Party to control the defense, and provide reasonable cooperation. No settlement imposing liability on the indemnified Party may be made without its consent.

This Agreement begins on the subscription start date stated in the Order Form and continues on a month-to-month basis for as long as Customer continues to subscribe to the Services.

Either Party may terminate for the other Party's material breach that remains uncured thirty (30) days after written notice. Provider may suspend or terminate for non-payment as provided in Section 3.

Upon termination, Customer's access ends, Customer shall pay all amounts accrued through the effective date of termination, and each Party shall return or destroy the other's Confidential Information, subject to Section 4.6 and applicable legal-retention requirements. Sections 4.1 and 4.2 survive only to the limited extent necessary to complete data export, deletion, backup retention, or legal-retention obligations under Section 4.6. Sections that by their nature should survive, including Sections 4.3, 4.4, 5, 7, 8.3, 9, 10, and 12, survive termination.

The Parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship, and neither Party may bind the other. This Agreement is a commercial services arrangement and is independent of any separate investment, equity, or other business arrangement the Parties may negotiate.

This Agreement is governed by the laws of the State of New York, without regard to conflict-of-laws rules. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Erie County, New York.

Neither Party may assign this Agreement without the other's prior written consent, except that either Party may assign it in connection with a merger, reorganization, or sale of all or substantially all of its assets or equity, on written notice.

Neither Party will use the other's name or marks in publicity without prior written consent, except that Provider may identify Customer as a customer in a factual customer list with Customer's consent (not to be unreasonably withheld).

Notices must be in writing and sent to the addresses on the Order Form (or by email to the designated contacts), and are effective on receipt.

Neither Party is liable for delay or failure due to causes beyond its reasonable control, including outages of third-party infrastructure, provided it uses reasonable efforts to mitigate.

This Agreement and the Order Form constitute the entire agreement and supersede all prior discussions. In the event of a conflict, the main body of this Agreement controls over the Order Form except as to commercial terms (fees, term, quantities), which the Order Form controls.

Any amendment must be in writing and signed by both Parties. A waiver is effective only if in writing and is not a continuing waiver.

If any provision is held unenforceable, the remaining provisions remain in effect and the provision is reformed to the minimum extent necessary.

This Agreement may be executed in counterparts and by electronic signature, each of which is an original and all of which together are one instrument.