Master Terms of Service

Version 2026-08-30. These terms govern use of the FlexChain Command Center platform (app.flexchain.holdings) and are accepted in the application. The website Terms of Use govern this marketing website only.

1. INTRODUCTION

FlexChain Holdings LLC ("FlexChain") is a supply chain technology and services company. FlexChain provides a proprietary, multi-tenant software platform (the "Platform") that analyzes customers' shipping and logistics data, identifies cost-saving and network opportunities such as consolidation, routing, carrier selection, and sourcing or nearshoring scenarios, and enables customers to execute those recommendations through integrated third-party carriers and FlexChain's designated freight brokerage partner. FlexChain is non-asset-based: it does not own or operate transportation equipment, and it is not a carrier, freight broker, freight forwarder, or NVOCC. The Platform's optimization recommendations are advisory and are intended to assist customers with their own shipping decisions.

FlexChain also offers advisory and related services beyond the Platform, such as network and inventory strategy, sourcing and nearshoring analysis, and market representation. Those services are provided under separate written agreements. These Master Terms of Service (the "Agreement" or the "Terms of Service") govern the Platform and FlexChain's SaaS offerings and represent a binding agreement between FlexChain and any users of the Platform.

All FlexChain Customers and Authorized Users are required to agree to and accept the Terms of Service as provided below as a condition of accessing and engaging with the Platform and FlexChain proprietary software applications. In conjunction with the Privacy Policy, the Terms of Service will represent the notices, rules, requirements, and restrictions governing the use of the Platform and all SaaS FlexChain Offerings. The Terms of Service shall remain in effect while Customers and Authorized Users utilize FlexChain Offerings and SaaS services.

2. DEFINITIONS

“Authorized User” means an authorized individual user of any FlexChain Offerings on behalf of or the benefit of the Customer.

“Customer” means any legal entity or individual that has signed and executed an order form or is otherwise responsible for the use of the Services, for the payment of fees or invoices related to the use of FlexChain Offerings, and compliance with this Agreement.

“Customer Data” means all data and other information uploaded, provided or made available to FlexChain by a Customer or its Authorized Users through the use of the FlexChain offers under this Agreement.

“Customer Marks” means the any trademarks, service marks, trade names, logos, business names, and domain names, used in connection with the Customer’s Products & Services.

“FlexChain APIs” means the application programming interfaces for the Flexchain Offerings, including products, services, or features in any Flexchain Offerings provided to Customer by FlexChain including, without limitation, authentication, payments, shipping label generation, transactional email, error tracking, and product analytics

“FlexChain Marks” means the various proprietary trademarks, service marks, trade names, logos, business names, and domain names, whether registered or unregistered, together with all associated goodwill used in connection with the FlexChain Products & Services.

“FlexChain Products & Services” or “Products & Services” means collectively the Platform, FlexChain’s Offerings, software Products & Services offered to third-party Customers, including but not limited architecture, systems and data facilities, any related software solutions and platforms used for the provision of authentication, payments, shipping label generation, transactional email, error tracking, and product analytics, which may be modified or changed from time to time by FlexChain.

“FlexChain Offerings” or “Offerings” means all applications and services including integrations governing authentication, payments, shipping label generation, transactional email, error tracking, and product analytics as well as all systems and technology licensed by FlexChain, including any third-party integrations, improvements, updates, upgrades, additions developed by or for FlexChain for use in the FlexChain services.

“Third-Party Materials” means any form, medium, materials, products, services, software, documents, data, content, specifications, equipment, or components of or relating to the Platform, Products & Services, or Offerings that are not proprietary to FlexChain, including those responsible for authentication, payments, shipping label generation, transactional email, error tracking, and product analytics.

3. LICENSE, ACCESS, & ORDER FORMS

I. FlexChain License & Order Forms.

Subject to these Terms of Service, FlexChain grants the Customer a limited, non-transferable, non-exclusive, non-sublicensable, revocable license to access and use FlexChain Products & Services to assist your commercial and business operations. The Customer may utilize the Products & Services or any Offerings to provide route or logistics optimization services to third parties only as expressly permitted under a partner addendum or other written agreement executed with FlexChain (a "Partner Addendum"), in accordance with the Customer's pricing schedule and the liability terms of this Agreement; the license granted above is non-sublicensable except as expressly permitted under a Partner Addendum. FlexChain remains the sole owner of all rights, titles, and interests in the Products & Services, Offerings, and any related software or proprietary materials made available to the Customer.

As detailed in the order form, statement of work, or purchase document mutually agreed to by the parties (“Order Form”), the specific quantities, pricing, and delivery schedules for the requested services shall be legally binding upon execution. The Order Form serves as the primary governing instrument for all project milestones and financial obligations incurred during the term of the agreement. Any modifications or extensions to these established terms must be documented in writing and signed by authorized representatives Flexchain and the Customer.

II. Term & Termination.

(a) The Customer’s access to FlexChain Products & Services will continue for the initial term specified in the applicable Order Form (“Initial Term”) and will automatically renew for the specified period if provided for therein (“Renewal Term”). In the event that such Order Form does not specify the Initial Term for the Products & Services, such Initial Term shall be for one (1) year and, if applicable, the Renewal Term shall be for successive one (1) year terms. The Customer must provide FlexChain with notice of non-renewal at least thirty (30) days prior to the end of the Initial Term or any following Renewal Terms to effectively terminate the Order Form and this Agreement. FlexChain retains the right to condition any Renewal Terms on the acceptance of the Customer of any changes to the terms of service or requirements under this Agreement.

FlexChain shall have the right to terminate all Order Forms and the Customer’s access to and Products & Services or Offerings upon failure of payment and cure, in accordance with Section 10.3(a) of this Agreement. Further, FlexChain retains the right to suspend or terminate the Customer’s access to any Products & Services or Offerings upon (i) the reasonable knowledge that the Customer has breached these Terms of Services, or applicable law or regulations, and (ii) failure of the Customer to cure such breach within ten (10) days written notice.

III. Authorized Users.

Provided that the Customer has purchased an Order Form that provides for access rights to multiple users, FlexChain shall permit such Authorized Users to log in and utilize the Products & Services and Offerings under this Agreement. All such Authorized Users will be permitted to establish user profiles, register under and link under the master Customer account. The Customer is and shall remain fully responsible and liable for all use of the Products & Services by any of its Authorized Users. FlexChain shall provide the Customer with full control and access to any profiles, registrations or links established by associated Authorized Users, and the Customer shall have the right to restrict, modify, alter or remove information, reset passwords, or terminate any such Authorized User accounts. In the event of Termination of a Customer master account, an Authorized User account or if such Customer’s access or use is restricted or terminated, whether by the actions of the Customer or FlexChain, any related Authorized User’s access and use will also be restricted or terminated.

IV. Conditioned Access.

The Customer’s right to access and use the Platform, Products & Services provided by FlexChain is expressly conditioned upon the Customer and each individual Authorized User reviewing and affirmatively accepting the terms of this Agreement, along with the FlexChain Privacy Policy. Continued access is contingent upon adherence of the to the operational guidelines, security protocols, and acceptable use policies set forth herein.

4. FEES & PAYMENT

I. Fees.

FlexChain shall make available to the Customer all Products & Services and Offerings detailed upon payment of any applicable license fees or subscription charges (“Fees”). All Order Form shall exhibit and detail all Fees due as consideration for access to and the use of the Products & Services. Such Order Forms shall be deemed incorporated into and subject to the terms of this Agreement. Customer shall make payment for all Fees as specified under the corresponding Order Form. In the event that the Order Form does not specify the form of payment, Section 4.2 below shall apply.

II. Payment.

Customer shall make payment for all Fees as specified under the corresponding Order Form. Fees shall be due upon receipt of any invoices. In the event that the Order Form does not specify timing for payment, payment shall be required no later than thirty (30) days from the Customer’s receipt of an invoice. If the Customer fails to tender payment within the applicable payment period or within thirty (30) days of receipt of invoices, FlexChain may elect to charge the Customer an interest of one and a half percent (1.50%) per month, or the highest rate permitted by law, on all late payments.

III. Fee Adjustments.

In its sole discretion, FlexChain reserves the right to adjust any rates, prices or Fees, at any time. Notwithstanding the foregoing, FlexChain shall not adjust any Fees that have been agreed upon with a Customer, as evidenced on any executed Order Form for the duration specified therein. Such Fees and rates shall remain in effect for the duration of the period specified in such Order Form for the applicable Product & Services or Offerings listed. After the expiration of such time period, and upon no less than thirty (30) days prior written notification by FlexChain of any change to the Fees, FlexChain shall be permitted to modify such Fees for the terminated service or product. Should the Customer disagree with any change in the Fees, the Customer must provide written notice of their termination and discontinue its use of the Products & Services, Offerings or Platform prior to the date that the Fees’ adjustments take effect. In the event that the Customer fails to provide such notice and discontinue its use, the revised Fees shall apply.

IV. Taxes.

Customer shall remain responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder (“Taxes”). Such Taxes, duties and charges currently assessed, or which may be assessed in the future, that are applicable to the Platform, Products & Services or Offerings provided under this Agreement shall be charged to the Customer's account, and Customer hereby agrees to pay such taxes. Notwithstanding anything to the contrary herein, in no event shall Customer pay or be responsible for any taxes imposed on, or with respect to, FlexChain’s income, revenues, gross receipts, personnel, real or personal property, or other assets

5. ACCEPTABLE USE POLICY

I. Policy & Prohibited Acts.

Customer may only utilize the Platform, Products & Services, and Offerings for lawful purposes and in accordance with this Acceptable Use Policy (“AUP”) and the Agreement. The Customer agrees to refrain from, deploying the Platform, Products & Services, or Offerings in any manner that constitutes or facilitates the following:

Illegal Activities. In any manner that violates, or promotes, facilitates, or contributes to the violation of, any applicable federal, state, local, or international law, ordinance, or regulation (collectively, "Laws").

Competitive Misuse. To reverse engineer the Platform or to develop any rival or competing products or services or utilize the Platform or Products & Services in a manner inconsistent with this Agreement or in violation of our proprietary rights.

Protection of Minors. For the (i) exploitation or attempted exploitation of children in any way; (ii) distribution or promotion of child sexual abuse material (CSAM); (iii) facilitation of child trafficking, extortion, grooming, or abuse; or (iv) exposure of children to sexual or otherwise inappropriate content.

Human Rights Violations. To engage in, promote, or facilitate human trafficking, sexual solicitation, exploitation, or any form of physical violence.

Harassment and Hate Speech. To engage in, incite, or contribute to harassment, terrorism, bullying, threats, intimidation, or hateful behavior.

Discriminatory Practices. To unlawfully discriminate against or provide unfavorable treatment to any individual or group regarding essential goods and services including education, employment, credit, healthcare, housing, or insurance on the basis of race, color, ethnicity, religion, sex, age, disability, national origin, veteran status, or any other classification protected by any Laws.

Intellectual Property Infringement. In any way that infringes or misappropriates any patent, trademark, trade secret, copyright, or other intellectual property rights of any person or entity.

Dangerous Goods and Weapons. To develop, produce, market, or distribute weapons, explosives, or any illegal, highly regulated, or controlled substances and materials.

Critical Infrastructure. To support, disrupt, or interfere with critical infrastructure and essential services, including but not limited to utility grids (water, gas, electricity), nuclear facilities, air traffic control, emergency services, and public telecommunications.

Political Interference. To engage in or facilitate political campaigning or lobbying, or to disrupt election processes. This includes the unauthorized generation of campaign materials, political advertisements, or "deepfake" content intended to mislead voters.

Shipping and Platform Misuse. To ship goods prohibited by the selected carrier; to tender undeclared hazardous materials; to use another party's carrier account without authorization; or to scrape, harvest, or bulk-export data of other customers through the Platform or its APIs.

6. CONFIDENTIALITY

I. Confidential Information.

The receiving party (“Receiving Party”) agrees to maintain the confidentiality of all confidential information disclosed by the other party ("Disclosing Party") during the term of this Agreement. "Confidential Information" includes, but is not limited to, the Disclosing Party's software, documentation, systems, infrastructure, and trade secrets, as well as such party’s customer data, including data related to Authorized Users, business information, and any other information that is marked as confidential or that a reasonable person would understand to be confidential based on the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Receiving Party, (b) was known to the Receiving Party before disclosure by the Disclosing Party, (c) is independently developed by the Receiving Party without use of or reference to the disclosing party's Confidential Information, or (d) is disclosed to the Receiving Party by a third party who is not under a duty of confidentiality. Each party agrees to use the other party's Confidential Information solely for the purposes of fulfilling its obligations under these Terms of Service and to implement reasonable measures to protect the confidentiality of such information. The confidentiality obligations under this section will survive the termination or expiration of this Agreement for a period of five (5) years, except for trade secrets, which will remain protected for as long as they qualify as trade secrets under applicable law

II. Excluded Information.

Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that[, to the Receiving Party's knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

III. Required Disclosures.

If the Receiving Party or any of its representatives or principals are compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this section, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that[, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose and, on the Disclosing Party's request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

IV. Return; Destruction of Customer Information.

Upon Customer's written request, at any time and subject to any contrary obligations under applicable Law, FlexChain shall, at Customer's direction, promptly return or destroy and erase from all systems it directly or indirectly uses or controls: (a) all originals and copies of all documents, materials, and other embodiments and expressions in any form or medium that contain, reflect, incorporate, or are based on Customer's Confidential Information, in whole or in part; or (b) solely such specific Customer Data, databases, or other collections or articles of Customer's Confidential Information as Customer may request, and FlexChain shall provide a written statement to Customer certifying that it has complied with the requirements of this section.

V. Customer Information.

FlexChain acknowledges that, as between FlexChain and the Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Notwithstanding anything contrary in these Terms of Service or Section 6.4 above, Customer hereby grants to FlexChain a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use the Customer Data for the duration of this Agreement and after its expiration for (a) the fulfillment of FlexChains’ commercial processes and obligations related to the Platform, Products & Services, and Offerings; (b) the express purposes of optimization, iterative development, and diagnostic remediation of the Platform or FlexChain’s Products & Services, including the development and use of derivative products or nascent technologies; and (c) the commercial exploitation of such Customer Data, provided it is rendered anonymized, aggregated, or an otherwise unidentifiable format such that neither the Customer’s identity nor the specific identities of Authorized Users are discernible. The Consolidation Network consent in Section 16 applies in addition to this license.

7. INTELLECTUAL PROPERTY

I. FlexChain Intellectual Property.

Customer acknowledges that, as between Customer and FlexChain, FlexChain owns all right, title, and interest, including all intellectual property rights, in and to the Platform, Products & Services, and FlexChain Offerings and all improvements, extensions, enhancements and derivatives thereto, and any and all materials, technology, tools and intellectual property provided to or made available to or for Customer or any Authorized User in connection with the Agreement and any applicable Order Forms. With respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the third-party products, including any key integrations or sub-processors.

II. No Implied Rights.

Except for the limited license expressly provided in Section 3, nothing contained in this Agreement shall be construed as granting the Customer or any third party any right, title, or interest in or to the Platform, FlexChain Products & Services, or Offerings; or nothing contained in this Agreement shall be construed as granting FlexChain or any third party any right, title, or interest in or to any Customer information or materials whether by implication, estoppel, or otherwise.

8. REPRESENTATIONS

I. Mutual Representations.

Each party represents and warrants to the other party that:

(a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;

(b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement;

(c) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and

(d) when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.

II. FlexChain Representations and Warranties.

FlexChain represents and Warrants to Customer that it will provide the Platform, Products & Services, and Offerings using the required skill, experience, and qualifications. FlexChain will ensure these are delivered in a professional and workmanlike manner, adhering to generally recognized industry standards for similar SaaS API services. Furthermore, FlexChain will allocate sufficient resources to fulfill its obligations under this Agreement. Notwithstanding the foregoing, FlexChain disclaims any liability for optimization results, including recommended consolidations, routes, hubs, carriers, services, equipment, packing configurations, network, sourcing, and nearshoring scenarios, and estimated costs or savings, all of which are provided on a “recommended” or “advisory” basis and are not guaranteed; estimated savings are modeled and are not a guarantee of realized savings.

III. Customer Representations and Warranties.

Customer represents, warrants, and covenants to FlexChain that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by FlexChain and processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, any privacy rights, or other rights of any third party or violate any applicable law.

IV. DISCLAIMER OF WARRANTIES.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 8.1 AND SECTION 8.2, ALL SERVICES AND FLEXCHAIN MATERIALS ARE PROVIDED "AS IS." FLEXCHAIN SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, FLEXCHAIN MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR FLEXCHAIN MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

9. INDEMNIFICATION

I. General Indemnification.

Each party (the "Indemnifying Party")] shall indemnify, defend, and hold harmless the other party and each of the other party's affiliates, and their respective officers, directors, employees, agents, contractors, permitted successors, and permitted assigns (each of the foregoing an "Indemnitee") from and against any and all losses incurred by the Indemnitee resulting from any action by a third party, other than an affiliate of the Customer Indemnitee and the FlexChain Indemnitee, to the extent that such Losses arise out of or result from, or are alleged to arise out of or result from:

(a) the Indemnifying Party's breach of any representation, warranty, covenant, or obligation of the Indemnifying Party under this Agreement; or

(b) any action, gross negligence, or more culpable act or omission, including recklessness or willful misconduct, in connection with the performance or nonperformance of any activity actually or required to be performed by under this Agreement or the AUP.

II. FlexChain Indemnification.

FlexChain shall indemnify, defend, and hold harmless Customer and Customer's officers, directors, employees, agents, successors, and permitted assigns (each, a "Customer Indemnitee") from and against any and all losses incurred by the Customer or a Customer Indemnitee resulting from any action by a third party, other than an Affiliate of a Customer Indemnitee, that Customer's or an Authorized User’s use of the Services in accordance with this Agreement, including the Order Forms, infringes or misappropriates such third party's Intellectual Property Rights, patents, copyrights, or trade secrets in the United States. The foregoing obligation does not apply to the extent that the alleged infringement arises from:

(a)Third-Party Materials or Customer Data;

(b) access to or use of the FlexChain Products & Services, and Offerings in combination with any hardware, system, software, network, or other materials or service not provided by FlexChain or specified for Customer's use in the Order Forms, unless otherwise expressly permitted by FlexChain in writing;

(c) modification of the Platform, Products & Services, or the Offerings other than with FlexChain's written approval in accordance with FlexChain's written specification; or

(d) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer by or on behalf of FlexChain.

III. Customer Indemnification.

Customer shall indemnify, defend, and hold harmless FlexChain, its subcontractors and affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, a "FlexChain Indemnitee") from and against any and all losses incurred by such FlexChain Indemnitee resulting from any action by a third party, other than an affiliate of a FlexChain Indemnitee, to the extent that such losses arise out of or result from, or are alleged to arise out of or result from:

(a) Customer Data, including any processing of Customer Data by or on behalf of FlexChain in accordance with this Agreement;

(b) any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer or any Authorized User, including FlexChain's compliance with any specifications or directions provided by or on behalf of Customer or any Authorized User to the extent prepared without any contribution by FlexChain;

(c) allegation of facts that, if true, would constitute Customer's breach of any of its representations, warranties, covenants, or obligations under this Agreement; or

(d) gross negligence or more culpable act or omission, including recklessness or willful misconduct, by Customer, any Authorized User, or any third party on behalf of Customer or any Authorized User, in connection with this Agreement.

10. TERM

I. Term of the Agreement.

The term of this Agreement will commence on acceptance of the Agreement and continue until, on the earlier to occur of all Order Forms having expired or been terminated, either party gives the other party written notice of non-renewal of at least thirty (30) days, as agreed in an Order Form or otherwise agreed writing (the “Term”).

II. Renewal of the Agreement.

This Agreement will automatically renew for additional, successive one (1) year terms unless earlier terminated pursuant to this Agreement's express provisions or either party gives the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a "Renewal Term" and , collectively, together with the initial Term, the "Continuing Term").

III. Termination.

In addition to any other express termination right set forth elsewhere in this Agreement:

(a) FlexChain may terminate this Agreement, effective on written notice to Customer, in the event that the Customer: (i) fails to pay any Fees when due hereunder or under the terms of the applicable Order Form, and such failure continues more than fifteen (15) days after FlexChain delivers of written notice thereof; or (ii) breaches any of its obligations under these Terms of Service and such breach remains uncured for a period of ten (10) days;

(b)either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

IV. Effect of Termination; Survival.

Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:

(a) all rights, licenses, consents, and authorizations related to the Platform, Products & Services, and Offerings granted by FlexChain to the Customer hereunder will immediately terminate;

(b) FlexChain shall immediately cease all use of any Customer Data or Customer's Confidential Information and (i) promptly return to Customer, or at Customer's written request destroy, all Customer Data or Customer's Confidential Information in accordance with Section 6.4;

(c) Customer shall immediately cease all use of the Platform or FlexChain Products & Services and (i) promptly return to FlexChain, or at FlexChain's written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based FlexChain's Confidential Information; and (ii) permanently erase FlexChain's Confidential Information from all systems Customer directly or indirectly controls; and (iii) certify to FlexChain in a signed written instrument that it has complied with the requirements hereunder;

(d) FlexChain may disable all Customer and Authorized User access to the Platform and FlexChain Products & Services;

(e) if Customer terminates this Agreement pursuant to FlexChain’s insolvency pursuant to Section 10.3(b), Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and FlexChain will refund to Customer Fees paid in advance for the Products & Services that FlexChain has not performed as of the effective date of termination;

(f) if FlexChain terminates this Agreement pursuant to Section 10.3(a) all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously accrued but not yet paid Fees.

11. LIMITATIONS OF LIABILITY

I. Limitations

IN NO EVENT WILL FLEXCHAIN BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER FLEXCHAIN WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL FLEXCHAIN'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO FLEXCHAIN UNDER THIS AGREEMENT IN THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $10,000, WHICHEVER IS LESS.

12. SERVICE AVAILABILITY AND SUPPORT

FlexChain will use commercially reasonable efforts to keep the Platform available, subject to maintenance, and to restore availability promptly after any interruption. Support requests may be sent to [email protected]. This Section states FlexChain's entire obligation, and the Customer's exclusive remedy, with respect to Platform availability.

13. MISCELLANEOUS

I. Entire Agreement.

This Agreement, together with the Privacy Policy and any applicable Order Form, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

II. Severability.

Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction as to any Order Form shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good-faith, to develop a structure the economic effect of which is nearly as possible the same as the economic effect of this Agreement without regard to such invalidity.

III. Assignment.

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and approved assigns. The Customer may not assign their rights or duties under this Agreement without the prior written consent of FlexChain, in its sole exclusive discretion. FlexChain reserves the right to assign or transfer this Agreement at its discretion. Any attempted assignment or transfer not expressly permitted herein shall be considered null and void.

IV. Force Majeure.

FlexChain shall not be responsible for any liability, loss, or damage resulting from its failure with respect to any Products & Services or to perform any other obligations under these Terms by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, , fire, floods, adverse weather or atmospheric conditions or other catastrophes, war, sabotage, riots, acts of public enemy, or acts of governmental authority or judicial mandate, labor difficulties, criminal acts or generally any cause reasonably beyond the FlexChain’s control (each a “Force Majeure Event”).

V. Notices.

All notices, demands, instructions and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile communication) and shall be personally delivered or sent by certified mail, postage prepaid, by facsimile or by overnight courier, to the intended party at the address or facsimile number of such party set forth below or at such other address or facsimile number as shall be designated by the party in a written notice to the other parties hereto given in accordance with this Section. Such notices will be deemed effectively given: (a) when received, if delivered by hand (with written confirmation of receipt); (b) when received, if sent by a nationally recognized overnight courier (receipt requested); or (c) on the date sent by facsimile or email (in each case, with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address specified by a party in a notice given in accordance with this Section). Notices may also be given by email, to FlexChain at [email protected] and to the Customer at the administrator email address on file for the Customer's account:

To FlexChain: FlexChain Holdings LLC, Attn: Legal, 3 Germay Drive, Unit 4 #1423, Wilmington, DE 19804; [email protected].

VII. Beta Version.

The provisions of this Section govern any features, products, or services designated as pre-commercial or beta versions (“Beta Versions”). Beta Versions may not represent a final product from FlexChain, and will potentially contain bugs, errors, and other problems that could cause system or other failures and data loss. Further, FlexChain may decide never to release such Beta Version commercially, and any features, licensing terms, or other characteristics of any version of the Beta Version may be altered in the commercial version. The Customer assumes all risk when using Beta Versions. Flexchain expressly disclaims all warranties, indemnities, and support obligations for all Beta Versions, with a maximum liability capped at US$50, regardless of any conflicting terms in this agreement.

VIII. Counterparts.

This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

IX. Data Residency; FlexChain Products & Services.

FlexChain shall store and process all Customer Data, including any personally identifiable information and other data regulated under applicable U.S. privacy and data security laws, solely within the United States of America. FlexChain shall not transfer, access from, route through, or permit remote administrative access to Customer Data from outside the United States without Customer’s prior written consent and a mutually executed written amendment specifying approved transfer mechanisms and safeguards. FlexChain shall collect, use, retain, disclose, and otherwise process customer data in compliance with all applicable U.S. federal and state privacy and data security laws and regulations, and with industry standards appropriate to the nature of the customer data and the services provided. FlexChain shall promptly notify Customer if FlexChain determines it can no longer meet its obligations under this Section.

X. Compliance with Laws; Export Compliance.

Each party shall perform all of its obligations under this Agreement in compliance with all foreign, federal, state, and local statutes, orders and regulations, including those relating to privacy and data protection, at all times. Export Compliance. The FlexChain Products & Services are controlled and operated from our facilities in the United States. The FlexChain Services are subject to United States export laws and regulations and may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the FlexChain Services may be subject to the import and export laws of other countries. Customer agrees to comply with all United States and foreign laws related to the use of the FlexChain Services. Customer may not use or access the FlexChain Services if Customer is located in a country embargoed by the United States or is a foreign person or entity blocked or denied by the United States government. Customer acknowledges and agrees that FlexChain may suspend all or any part of the FlexChain Products & Services immediately without notice if FlexChain reasonably believes Customer is accessing or using the FlexChain Services in violation of any applicable law, including any applicable U.S., local, or foreign export laws or regulations.

XI. Governing Law.

(a) This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Platform, Products & Services or Offerings provided hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware in each case located in the city of Wilmington and County of New Castle and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

(b) EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, AND APPENDICES ATTACHED TO THIS AGREEMENT, OR THE PRODUCTS & SERVICES OR OFFERINGS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) IT HAS DECIDED TO ENTER INTO THIS AGREEMENT IN CONSIDERATION OF, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

(c) Any action at law by Customer to recover any claim against FlexChain shall be instituted by Customer no later than one (1) year after the cause of action accrues. In the event that the Customer fails to commence a claim within this one (1) year period, such cause of action shall be void and permanently barred.

XII. Amendment; Counterparts.

Except as set forth in these Terms of Service or an addendum, no supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party. This Agreement may be executed in one or more counterparts, each of which is an original, and all of which together constitute only one agreement between the parties. This Agreement may be executed by the manual or electronic signature of a Party. Each party agrees that the electronic signature of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effects as manual signatures

14. CREDITS AND PRICING

The Platform's services are paid for in prepaid credits purchased through FlexChain's payment processor. Credits are prepaid, are non-refundable except in the case of a billing error or where a refund is required by law, have no cash value, and are non-transferable between Customers. Fees for each service are the number of credits shown in the Platform at the time of the action, determined by the Customer's pricing schedule (standard rates, volume tiers, and any savings-based percentage agreed for that Customer); by approving a plan or purchasing a service the Customer accepts the credits shown. Savings-based fees are calculated by the Platform from the Customer's own uploaded data using the baseline and methodology displayed at approval; the calculation is based on estimated savings at the time of approval, is binding, and is not adjusted if actual results differ except through the Platform's adjustment process. Pricing schedules may be set per Customer in writing (email suffices). FlexChain may change standard rates for future purchases with advance notice. A plain-English summary is published at flexchain.holdings/legal/credits; this Agreement controls if they differ.

Postage and carrier charges are pass-through amounts charged at purchase in U.S. dollars, and carrier re-rating adjustments are borne by the Customer. The Order Form provisions of this Agreement (including Sections 3.I, 4, and 10.IV(f)) apply only where the parties have executed an Order Form; otherwise fees are governed by this Section 14.

15. SHIPMENT EXECUTION

(a) FlexChain is a software platform and is not a carrier, freight broker, freight forwarder, or NVOCC. Carriage is performed by third-party carriers. Less-than-truckload and truckload shipments tendered through the Platform are brokered by FlexChain's designated freight brokerage partner, identified on FlexChain's sub-processor page, as broker of record under its own terms, tariffs, and credit approval; the Customer is invoiced by, and is liable to, that partner for those charges.

(b) The Customer is solely responsible for the accuracy of addresses, weights, dimensions, declared values, commodity descriptions, and harmonized codes, and for compliance with carrier rules on prohibited and hazardous goods. Carrier re-rating and adjustment charges resulting from inaccurate information are borne by the Customer.

(c) Claims for loss, damage, or delay in transit lie against the responsible carrier or broker under its terms and tariffs. FlexChain's role is limited to passing through tracking information and documentation. Projected savings are estimates and actual results may vary. FlexChain is not liable for carrier performance, delivery delays, or losses occurring after freight is tendered to a carrier.

(d) The terms of service of FlexChain's shipping integrations and of each selected carrier are incorporated by reference, and the Customer accepts them by purchasing a label or tendering a shipment through the Platform.

(e) Where labels are purchased on a carrier account held by FlexChain, the Customer is the shipper for all purposes, and the Customer will indemnify FlexChain against claims arising from FlexChain's status as account holder for the Customer's shipments.

(f) Documents generated by the Platform (including packing lists, bills of lading, and air waybill templates) are drafts prepared for the Customer's review, and the Customer is the shipper of record on every bill of lading.

(g) FlexChain may receive compensation from its freight brokerage partner on shipments arranged through the Platform, in addition to platform fees.

16. CONSOLIDATION NETWORK

The Customer authorizes FlexChain to combine the Customer's shipment lane, timing, volume, and dimensional data with that of other Customers to identify shared-load opportunities. Other participants in a co-loaded plan may see the lane, hub, equipment, and volume attributes of that plan, but never the Customer's identity, products, consignees, or pricing. The Customer may opt out of the consolidation network per brand in the Platform's settings. On a pooled load, each Customer remains the shipper of record for its own cargo.

17. API ACCESS

API keys issued to the Customer are the Customer's responsibility, and the Customer is responsible for all activity under its keys. API use is subject to reasonable rate limits and fair-use restrictions, and FlexChain may suspend or revoke keys for abuse. Output obtained through the API is subject to the same advisory disclaimer as output obtained through the Platform's interface.

Questions: [email protected]