Master Terms of Service

Version 2026-10-11. 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. Prior versions are available on request at [email protected].

1. INTRODUCTION

FlexChain Holdings LLC ("FlexChain") is a supply chain technology and services company. FlexChain provides a proprietary, multi-tenant software platform (the "Platform") through which Customers analyze their supply chain data and plan, optimize, and execute supply chain decisions. The Platform is made up of modules that FlexChain offers and may add, change, or retire over time, which may include freight and parcel optimization and execution, consolidation and routing, network and inventory planning, sourcing and nearshoring analysis, demand forecasting, supply chain analytics and reporting, and other planning, execution, and financial modules. Where a module enables execution of shipments, that execution occurs 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 outputs, including recommendations, scenarios, forecasts, and estimates, are advisory and are intended to assist Customers with their own decisions.

FlexChain also offers advisory and related services delivered by its personnel rather than through the Platform, such as network and inventory strategy, sourcing and nearshoring engagements, 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, every module made available through it, and FlexChain's SaaS offerings, and represent a binding agreement between FlexChain and any users of the Platform. Provisions that address a particular module or activity (for example, Section 15 on shipment execution and Section 16 on the consolidation network) apply when the Customer uses that module or activity.

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 for 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 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 Products & Services” or “Products & Services” or “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. Notwithstanding the foregoing, “Services” shall not include any Third-Party Services

“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, and additions developed by or for FlexChain for use in the FlexChain services.

“Partner” means a Customer that has executed a FlexChain Partner Addendum.

“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, product analytics, and any Third-Party Services.

“Third-Party Services” means any products, services, software, platforms, integrations, or other offerings provided by a party other than FlexChain that are integrated with the Services or are accessed through or used in connection with the Services, including but not limited to any services provided by the sub-processors identified on the sub-processor list published at flexchain.holdings/legal/subprocessors.

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 Customer’s 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 of 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 the Products & Services or Offerings upon failure of payment and cure, in accordance with Section 10.III(a) of this Agreement. Further, FlexChain retains the right to immediately suspend or terminate the Customer’s access to any Products & Services or Offerings upon the reasonable knowledge that the Customer has materially breached these Terms of Services, or violated applicable law or regulations.

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. Each Authorized User account may only be used by the individual to whom it was assigned, and the Customer will ensure that account credentials are not shared or disseminated among end users or third parties. Customer shall be required to notify FlexChain of any suspected or actual unauthorized use of any account or credentials. 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 and each Authorized User’s right to access and use the Platform, Products & Services and Offerings provided by FlexChain is expressly conditioned upon the Customer and each individual Authorized User (a) reviewing and affirmatively accepting the terms of this Agreement, and (b) acknowledgment of the FlexChain Privacy Policy, available at https://flexchain.holdings/privacy (the “Privacy Policy”). The Privacy Policy details the manner in which FlexChain collects, utilizes, and discloses personal information related to account holders, Authorized Users, and other users of the Platform; provided that nothing in the Privacy Policy shall expand FlexChain’s obligations or liability or the Customer’s rights and remedies under this Agreement and such Privacy Policy is not incorporated into this Agreement. Continued access is contingent upon adherence to the requirements under these Terms of Services, including 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 Forms 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.II 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, whichever is lower, on all late payments. Customer agrees to reimburse FlexChain for all reasonable costs incurred with respect to collections for all past-due amounts under these Terms of Service, including reasonable attorney’s fees and collection agency fees.

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 with prior written notification of any change to the Fees by FlexChain at least thirty (30) days before the last day. 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, its Authorized Users, and any person acting on their behalf 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 and its Authorized Users agree 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 illegal weapons, or explosives; or to handle, ship, or otherwise deal in regulated, or hazardous materials or substances in violation of applicable Laws, carrier rules, or this Agreement.

Critical Infrastructure. To support, disrupt, or interfere with the operation or security of 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; provided that this does not prohibit the provision of lawful logistics services to such industry sectors.

Political Interference. To engage in coordinated manipulation of the Platform to disrupt election processes or government services.

Shipping and Platform Misuse. To ship goods prohibited by the selected carrier; to mis-declare, under-declare, or undervalue shipments for customs or trade compliance purposes; to structure shipments, routings, or transshipments to evade duties, taxes, sanctions, or export/import restrictions; to ship goods made with forced labor or otherwise prohibited under applicable trade laws, including UFLPA or analogous Laws; to tender undeclared hazardous materials; to ship to sanctioned, embargoed, or denied parties or destinations in violation of applicable trade Laws; to share or misuse Platform credentials; to probe, scan, conduct penetration testing, security research, or load testing of the Platform without our prior written 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 shall not include information described under the exclusions contained in Section 6.II below. Each party agrees to use the other party's Confidential Information solely for the purposes of fulfilling its obligations under these Terms of Service, to exercise its rights under this Agreement, and to utilize reasonable measures to protect the confidentiality of such information, which shall not be lesser than the degree of care such Receiving Party uses to protect its own confidential information of a similar nature. 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

The Receiving Party may disclose the Disclosing Party’s Confidential Information to its employees, officers, directors, Affiliates, contractors, service providers, sub-processors, professional advisors, and Affiliates (collectively, “Representatives”) who have a need to know the information for purposes permitted under this Agreement and who are subject to written confidentiality obligations, or, for professional advisors, professional duties of confidentiality, in each case no less protective than those set forth in this Section 6. In addition, FlexChain may disclose Customer Data and other Customer Confidential Information: (a) to carriers, FlexChain’s designated freight brokerage partner, shipping integration providers, customs brokers, and other third parties, to the extent necessary to quote, book, arrange, execute, track, or document shipments requested by Customer or its Authorized Users; (b) to other participants in a co-loaded plan to the extent permitted under Section 16; and (c) as otherwise permitted under Section 6.V. The Receiving Party is responsible for any breach of this Section 6 by its Representatives.

II. Excluded Information.

Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) is or becomes publicly available through no fault of the Receiving Party; (b) 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; (c) was or is rightfully 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) 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, provided that FlexChain may retain copies of Customer's Confidential Information to the extent required by applicable Law or as reasonably necessary for legal, regulatory, tax, audit, or compliance purposes, including to establish, exercise, or defend legal claims and any such retained information will remain subject to the confidentiality and security obligations of this Agreement for so long as it is retained. FlexChain shall provide a written statement to Customer certifying that it has complied with the requirements of this section, with the exception of any retained copies as detailed above.

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.IV 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 otherwise rendered in anunidentifiable format such that neither the Customer’s identity nor the specific identities of Authorized Users are discernible. For the avoidance of doubt, clause (b) of this Section 6.V shall include the right to train, improve, and evaluate FlexChain’s proprietary machine learning, artificial intelligence, and route optimization models. Notwithstanding the foregoing, FlexChain shall use reasonable data protection measures to ensure that such models do not disclose Customer Data in any identifiable form to any other Customer or third party. 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. Furthermore, other than as provided under Section 6 of these Terms of Service, 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.

III. Publicity; Marks.

During the Term, Customer grants FlexChain a limited, non-exclusive, non-transferable, worldwide, royalty-free license to use Customer’s trademarks, service marks, logos, and trade names that Customer makes available to FlexChain (“Customer Marks”) solely to identify Customer as a FlexChain customer in FlexChain’s marketing and promotional materials, including FlexChain’s website, customer lists, presentations, proposals, and similar materials. FlexChain will use the Customer Marks in a manner consistent with any reasonable trademark usage guidelines that Customer provides to FlexChain in writing from time to time. Customer may withdraw its consent and terminate the foregoing license at any time by providing written notice to FlexChain. Upon receipt of such notice, FlexChain will cease creating any new materials using the Customer Marks and will remove the Customer Marks from FlexChain-controlled websites and marketing materials within thirty (30) days; provided that FlexChain may continue to distribute or display materials created prior to the effective date of such termination until depleted or replaced in the ordinary course. Customer retains all right, title, and interest in and to the Customer Marks, and all goodwill arising from FlexChain’s use of the Customer Marks will inure solely to Customer’s benefit.

Except as expressly permitted in this Section, Customer will not use FlexChain’s trademarks, service marks, logos, or trade names (“FlexChain Marks”) without FlexChain’s prior written consent; provided that Customer may use the FlexChain Marks solely as reasonably necessary to accurately identify the Services in a non-misleading manner. All goodwill arising from any use of the FlexChain Marks will inure solely to FlexChain’s benefit.

IV. Feedback.

If Customer or any Authorized User provides FlexChain with any suggestions, comments, ideas, enhancement requests, or other feedback regarding the Services (“Feedback”), Customer grants FlexChain a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable license to use, reproduce, modify, incorporate into the Services, and otherwise exploit the Feedback for any purpose, without restriction and without any obligation to Customer or any Authorized User. Feedback will not be deemed Customer’s Confidential Information; provided that FlexChain will not publicly identify Customer as the source of any Feedback without Customer’s prior written consent.

8. REPRESENTATIONS

I. Mutual Representations.

Each party represents and warrants to the other party that:

(a) (i) if such party is a corporation, limited liability company, partnership, or other entity, 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; or (ii) if such party is an individual, such individual is at least eighteen (18) years of age, has full legal capacity and right to enter into and perform the obligations under this Agreement, and is entering into these Terms of Service in connection with a business or commercial purpose;

(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 whether by (i) manual or electronic signature of this Agreement or an Order Form, or (ii) affirmative acceptance through the Platform (“Acceptance”), is duly authorized by all necessary corporate or organizational action of such party, and the individual making such Acceptance on its behalf has full authority to bind such party.

(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. The aforementioned disclaimer also applies to any recommendations, analyses, summaries, classifications, documents, and other outputs generated in whole or in part by the Services’ artificial intelligence or machine learning features (“AI Output”). AI Output may be inaccurate or incomplete, is provided solely for Customer’s review, and must be independently verified by Customer before being relied upon or submitted to any carrier, broker, customs authority, or other third party. The warranties in this Section 8.II do not apply to Third-Party Services, Third-Party Materials, Beta Versions, or any nonconformity caused by Customer Data or by use of the Services other than in accordance with this Agreement. Customer’s sole and exclusive remedy, and FlexChain’s sole obligation, for any breach of the warranties in this Section 8.II is for FlexChain to use commercially reasonable efforts to correct or re-perform the nonconforming Services; if FlexChain cannot do so within a reasonable time, either party may terminate the affected Services upon written notice and FlexChain will refund any prepaid Fees and unused prepaid credits allocable to the affected Services for the period after the termination effective date, notwithstanding Section 14; provided that Customer gives FlexChain written notice of the breach within thirty (30) days after Customer first becomes aware of it.

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.I AND SECTION 8.II, 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 an Indemnitee resulting from any claim, suit, action, or proceeding brought by a third party, other than an affiliate of the Indemnitee ("Third-Party Claim"), to the extent that such Losses arise out of or result from

the Indemnifying Party’s gross negligence, or acts or omissions of greater culpability, including recklessness or willful misconduct, in connection with the performance or nonperformance of any activity actually or required to be performed by the Indemnifying Party under this Agreement, including the AUP. For the purposes of this section, “Losses” shall mean all damages, liabilities, deficiencies, expenses, deficiencies, judgments, settlements, interest, awards, penalties, fines, and costs, including any reasonable attorney’s fees.

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 Third-Party Claim, other than one brought by an affiliate of a Customer Indemnitee, alleging that Customer's or an Authorized User’s use of the Platform, Products & Services, or Offerings in accordance with this Agreement, including the Order Forms, infringes or misappropriates such third party's trademarks, 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 Platform, Products & Services, or 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.

In the event that the Platform, Products & Services, or Offerings, or any part thereof, become, or in FlexChain's reasonable opinion are likely to become, the subject of a Third-Party Claim described in this Section 9.II, FlexChain may, at its option and expense: (i) obtain the right for Customer to continue using them as contemplated by this Agreement; (ii) modify or replace them so that they are non-infringing while maintaining substantially equivalent functionality; or (iii) terminate the affected portion upon written notice to Customer and refund to Customer any prepaid Fees and unused prepaid credits attributable to the terminated portion for the period after the effective date of termination, notwithstanding Section 14. THIS SECTION 9.II SETS FORTH CUSTOMER'S SOLE REMEDY AND FLEXCHAIN'S SOLE LIABILITY FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIM THAT THE PLATFORM, PRODUCTS & SERVICES, OR OFFERINGS INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.

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 Third-Party Claim, other than one brought by an affiliate of a FlexChain Indemnitee, to the extent that such Losses arise out of or result from, or are alleged to arise 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.

IV. Indemnification Procedures.

The indemnification obligations in this Section 9 for any Third-Party Claim are subject to the procedures below. For purposes of this Section 9.IV, “Indemnitee” means any Indemnitee, Customer Indemnitee, or FlexChain Indemnitee seeking indemnification under this Section 9, “Indemnifying Party” means the party from whom indemnification is sought, and each party will act on behalf of its own Indemnitees. The Indemnitee will promptly notify the Indemnifying Party in writing of any Third-Party Claim; however, any delay in notice will not relieve the Indemnifying Party of its obligations except to the extent the Indemnifying Party is materially prejudiced by the delay. The Indemnifying Party will have the right to assume and control the defense of the Third-Party Claim using counsel reasonably acceptable to the Indemnitee. The Indemnitee will reasonably cooperate, at the Indemnifying Party’s expense, in the defense of the Third-Party Claim, including by providing relevant records and information and reasonable access to personnel as reasonably requested. The Indemnitee may participate in the defense with counsel of its choosing at its own expense. The Indemnifying Party will not settle any Third-Party Claim without the Indemnitee’s prior written consent (not to be unreasonably withheld, conditioned, or delayed) if the settlement (a) admits fault or wrongdoing by the Indemnitee, (b) imposes any obligation (including any non-monetary obligation) on the Indemnitee, or (c) does not include an unconditional release of the Indemnitee from all liability with respect to the Third-Party Claim. The Indemnitee will not settle or compromise any Third-Party Claim for which it seeks indemnification without the Indemnifying Party’s prior written consent. If the Indemnifying Party does not promptly assume the defense of a Third-Party Claim, the Indemnitee may defend the claim, and the Indemnifying Party will be responsible for the reasonable costs and expenses of that defense, subject to the limitations of this Section 9 and Section 11.

10. TERM

I. Term of the Agreement.

This Agreement commences on the Customer's acceptance of the Agreement and continues until terminated in accordance with this Section 10 (the “Term”). Where the parties have executed an Order Form that specifies a term, that term and any renewal provisions in the Order Form govern that Order Form, and this Agreement remains in effect at least until all Order Forms have expired or been terminated.

II. Renewal of the Agreement.

Order Forms renew only as provided in the applicable Order Form. The Customer may terminate this Agreement at any time on written notice to FlexChain, and FlexChain may terminate this Agreement for convenience on thirty (30) days' written notice to the Customer, in each case subject to Section 10.IV, including the completion of shipments in progress under Section 10.IV(g) and the data export period under Section 10.IV(h).

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 written notice thereof; or (ii) breaches any of its other 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) except as otherwise provided under Section 6 of this Agreement, FlexChain shall immediately cease all use of any Customer Data or Customer's Confidential Information and promptly return to Customer, or at Customer's written request destroy, all Customer Data or Customer's Confidential Information in accordance with Section 6.IV, subject to Section 10.IV(g), and 10.IV(h);

(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 on 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 due to FlexChain’s insolvency pursuant to Section 10.III(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.III(a), all Fees that would have become payable had the Agreement remained in effect until expiration of the term of the applicable Order Form will become immediately due and payable, and Customer shall pay such Fees, together with all previously accrued but not yet paid Fees;

(g) notwithstanding anything to the contrary contained in this Section 10.IV, all shipments booked or tendered through the Platform prior to the effective date of expiration or termination shall be completed in accordance with the terms of this Agreement and applicable carrier and brokers. FlexChain may continue to provide tracking and shipment information and documentation. FlexChain reserves the right to charge Customer for any related expenses until the shipment has been delivered or disposition of the shipment has otherwise been resolved;

(h) for a period of thirty (30) days after the effective date of expiration or termination, FlexChain will, upon request by the Customer, make the Customer Data available to the Customer via export through commonly used electronic formats, provided that the Customer has paid any undisputed amounts due. Upon the expiration of this period, FlexChain may delete the Customer Data subject to the permitted data retention provisions under Section 6.IV and Section 6.V

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 GREATER OF (A) THE FEES PAID TO FLEXCHAIN FOR THE PLATFORM, PRODUCTS & SERVICES, AND OFFERINGS IN THE SIX-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, EXCLUDING POSTAGE, CARRIER, BROKER, AND OTHER PASS-THROUGH CHARGES UNDER SECTIONS 14 AND 15, AND (B) $10,000.

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 any applicable Order Form and Partner Addendum, 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 as 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 its rights or duties under this Agreement without the prior written consent of FlexChain, in its sole and 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, internet outages, cyberattacks (including denial-of-service attacks, ransomware, and other malware), 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, port closures, epidemics, pandemics, changes in tariffs or duties, criminal acts or generally any cause reasonably beyond 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, by overnight courier, or sent by email 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].

VI. 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.

VII. 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. This Agreement and any applicable Order Form may be executed or accepted by electronic or manual signature or by Acceptance through the Platform, each of which shall authenticate the Agreement and have the same force and effect as a manual signature.

VIII. Data Residency; Data Security; Notification of Breach.

(a) 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 Customer Data outside of the United States without Customer’s prior written consent and a written agreement 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. Access to Customer Data by FlexChain personnel, contractors, or sub-processors from outside the United States solely to provide, support, secure, or operate the Services, subject to the safeguards in this Section, is not a transfer for purposes of this Section.

(b) FlexChain shall implement and maintain reasonable administrative, technical, and physical safeguards, appropriate to the nature of the Customer Data and the Services, to protect Customer Data from unauthorized access, use, disclosure, alteration, or destruction. FlexChain's sub-processors are listed at flexchain.holdings/legal/subprocessors, as updated from time to time; FlexChain will update that list at least thirty (30) days before a new sub-processor begins processing Customer Data.

(c) For the purposes of this Section, “Security Incident” means any confirmed or reasonably suspected unauthorized access to, acquisition of, or unauthorized disclosure, alteration, destruction, or loss of Customer Data that is in FlexChain’s possession or control, including any material compromise of the confidentiality, integrity, or availability of such Customer Data. “Security Incident” does not include unsuccessful or immaterial events that do not result in any compromise of Customer Data, such as routine network probes, pings, port scans, firewall blocks, or unsuccessful log-in attempts.

(d) If FlexChain becomes aware of a Security Incident affecting Customer Data, FlexChain will take steps designed to contain, investigate, and remediate it in accordance with its incident response procedures, will notify the Customer without undue delay and in any event within seventy-two (72) hours after confirming the Security Incident, and will provide the information reasonably needed for the Customer to meet its own notification obligations. Where FlexChain is itself required by applicable Law to notify individuals or regulators, it will do so within the timeframes the Law requires. FlexChain will reasonably cooperate with the Customer in investigating any Security Incident.

IX. 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. Customer represents and warrants that: (i) neither Customer nor any of its Authorized Users is identified on any U.S. government restricted- or denied-party list, including the Specially Designated Nationals and Blocked Persons List (“SDN List”), the Entity List, or the Denied Persons List, or owned or controlled, directly or indirectly, ten percent (10%) or more in the aggregate by one or more persons identified on any such list; and neither Customer nor any Authorized User is located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions or embargo; and (ii) Customer will comply with applicable sanctions, export, and import Laws in connection with every shipment tendered through the Platform, including by screening parties to a shipment against applicable restricted-party lists to the extent required by Law, and will not tender, route, or facilitate any shipment in violation of such Laws.

X. 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. Subject to Section 13.X(d), 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.

(d) Except for (i) claims for equitable relief under Section 13.XVI, (ii) individual claims that may be brought in a small claims court, and (iii) actions by FlexChain to collect Fees or other amounts owed under this Agreement, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services, including the formation, interpretation, scope, or enforceability of this Section 13.X(d) (each, a “Dispute”), shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules, before a single arbitrator. The seat of arbitration shall be Wilmington, Delaware. The arbitrator may conduct hearings by videoconference in the arbitrator’s discretion. The arbitrator’s award may be entered as a judgment in any court of competent jurisdiction, including the courts identified in Section 13.X(a). This Section 13.X(d) shall be governed by the Federal Arbitration Act. EACH PARTY AGREES THAT ANY DISPUTE MUST BE BROUGHT ONLY IN THAT PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE CLAIMS OF MORE THAN ONE CUSTOMER OR TO PRESIDE OVER ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Notwithstanding the foregoing, the enforceability of this provision shall be determined by a court of competent jurisdiction, and not by the arbitrator. If any portion of this provision is held unenforceable as to any Dispute, then that Dispute shall be resolved exclusively in the courts identified in Section 13.X(a), and not by arbitration.

XI. Amendment; Modifications.

(a) Right to Modify. FlexChain reserves the right to modify, alter or revise these Terms of Service from time to time. FlexChain shall publish each modified version at https://flexchain.holdings/legal/master-tos with the date of publishing for the updated version. FlexChain will maintain an archive of prior versions of this Agreement.

(b) Notice; Effective Date; Acceptance. FlexChain will provide the Customer with at least thirty (30) days’ prior written notice before any material modification to the Terms of Service becomes effective. FlexChain will provide such notice via email to the Customer’s account administrator and by notice through the Platform. For the avoidance of doubt, “material modifications” shall mean any change to the Terms of Service which adversely impacts, changes or limits the Customer’s rights or obligations. Any other revision or modification shall become effective upon posting and will not require prior written notice. Modifications shall become effective on the date listed in the notice or, if no date is provided, upon posting (“Effective Date”). Customer’s continued use of or access to the Platform, Products & Services, or Offerings after the effective date shall be deemed acceptance of such modifications. For any material modifications, FlexChain may require affirmative acceptance by the Customer through the Platform as a condition for continued access to the Platform, Products & Services.

(c) Termination Rights. If the Customer objects to any material modification under Section 13.XI(b), Customer may terminate these Terms of Service by providing written notice to FlexChain prior to the Effective Date. For any such termination, the prior version of this Agreement shall govern until the termination becomes effective.

(d) Order Forms; Retroactive Effect. No material modifications will apply to a Customer during the then-current Initial Term or Renewal Term under an applicable Order Form unless the Customer has provided its consent in writing or affirmative acceptance through the Platform. All such accepted material modifications will apply beginning on the following Renewal Term. No such modification shall apply to any disputes, claims, or causes of action that arose or accrued prior to the Effective Date. Such disputes will be governed by the version of the Agreement which was in effect when such disputes or claims originated.

XII. Waiver.

No waiver of any provision of this Agreement is effective unless in a written instrument expressly identifying the waiver and signed by the waiving party. No failure or delay in exercising any right, remedy, power, or privilege under this Agreement constitutes a waiver, and no single or partial exercise of any right, remedy, power, or privilege precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

XIII. Relationship of the Parties; No Agency.

The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, fiduciary, or employment relationship, and neither party has authority to bind the other. Without limiting the foregoing, FlexChain does not act as Customer’s agent in arranging, procuring, or contracting for transportation, and each shipment tendered through the Platform is tendered by Customer, as shipper, to the selected carrier or to FlexChain’s designated freight brokerage partner in accordance with Section 15.

XIV. No Third-Party Beneficiaries.

Except as expressly provided in Section 9 with respect to Indemnitees, this Agreement is solely for the benefit of the parties and their respective permitted successors and assigns, and nothing herein, express or implied, confers any legal or equitable right, benefit, or remedy on any other person.

XV. Interpretation.

For purposes of this Agreement, headings are for convenience only and do not affect interpretation. References to a “Section” refer to the applicable section or subsection of this Agreement. This Agreement will be construed without regard to any presumption or rule requiring interpretation against the drafting party.

XVI. Equitable Relief.

Each party acknowledges that any breach or threatened breach of Section 5, Section 6, or Section 7, or any infringement or misappropriation of the other party’s intellectual property rights, may cause irreparable harm for which monetary damages are an inadequate remedy. Accordingly, notwithstanding Section 13.X(d), the non-breaching party may seek equitable relief (including a temporary restraining order, preliminary or permanent injunction, or specific performance) from any court of competent jurisdiction, without any requirement to post a bond or other security or to prove actual damages to the extent permitted by applicable Law, in addition to any other remedies available at law or in equity.

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 will be the number of credits displayed in the Platform at the time of the action, as determined under the Customer's pricing schedule (including 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 amount of credits displayed. Savings-based fees are calculated by the Platform from the Customer's own uploaded data using the baseline and methodology displayed at approval. Such calculation is based on estimated savings at the time of approval, is binding, and is not adjusted if actual results differ. By approving the methodology, Customer (i) acknowledges that it has reviewed the displayed baseline, fee, and underlying methodology, (ii) agrees that the savings-based fee, as calculated, shall be final and binding, and (iii) acknowledges that such fee will not be further adjusted, refunded, or credited in the event that actual savings differ from the estimated savings for any reason, including but not limited to changes in Customer’s shipping volume, inaccurate or incomplete data uploaded by the Customer, or Customer’s own decision-making and execution. Notwithstanding the foregoing, either party may correct a Calculation Error. Such corrections for “Calculation Errors” shall include but not be limited to errors in the arithmetic application of the displayed baseline and methodology by or in the Platform. Either party must notify the other of any such calculation error within thirty (30) days after approval, after which the calculation shall be final.

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.

Credits do not expire unless an expiration date or rollover limit is specified in the Customer's pricing schedule or an applicable Order Form at the time of purchase or issuance; any such limit is displayed in the Platform before the Customer purchases or receives the credits. Credits remaining when this Agreement ends have no cash value and are not refundable except as provided in this Section 14 or Section 8.II.

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 the sub-processor list published at flexchain.holdings/legal/subprocessors, as updated from time to time, 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. The Customer agrees that it will not tender hazardous materials or dangerous products through the Platform unless the selected carrier and service affirmatively accept them. The Customer will be required to properly classify, package, mark, label, and document such items, in accordance with the applicable Law. By tendering any shipment through the Platform, the Customer certifies that there are no undeclared hazardous materials and that declared hazardous materials shall comply with the above.

(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. Carrier and broker liability for cargo loss, damage, or delay is subject to the limits in the applicable carrier’s or broker’s terms, tariffs, and bills of lading and applicable Law, and may be substantially less than the cargo’s value unless Customer declares a higher value and pays any applicable charges. Customer is solely responsible for obtaining any cargo insurance it deems appropriate.

(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 under Section 8.II as output obtained through the Platform's interface. Customer’s use of the FlexChain APIs is governed by this Agreement and any API documentation FlexChain provides. FlexChain may change, deprecate, or retire any API or API version, and will provide at least ninety (90) days’ prior notice before discontinuing a generally available API version, except where a shorter timeframe is reasonably necessary for security, legal, or Third-Party Service reasons. Customer will not use the FlexChain APIs to develop, offer, or support any product or service that competes with the Services, to reproduce the Services’ functionality or data, or to access the Services other than through the published FlexChain APIs and the Platform user interface.

Questions: [email protected]