Master Subscription Agreement

1. Services, Subscription & Responsibilities

1.1 Provision of Services

LogiAlpha provides an artificial intelligence-powered rate management, parsing, and quoting platform ("Services") accessible via a web interface or API. Subject to Customer’s compliance with this Agreement and payment of applicable Fees, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide right to access and use the Services during the Subscription Term set forth in an applicable Order Form solely for Customer’s internal business operations.

1.2 User Account Limits & Audits

User accounts are granted for single named individual Users and may not be shared concurrently across multiple individuals. Customer may reassign accounts to new internal employees or contractors. Provider reserves the right to conduct remote usage audits. If an audit reveals that Customer’s usage exceeds the authorized scope by more than ten percent (10%), Customer shall pay for all excess usage at Provider’s prevailing rates plus Provider's reasonable costs of conducting the audit.

1.3 Software Platform Only (No Carrier Liability)

LogiAlpha is solely a technology software vendor. Provider is not a freight forwarder, customs broker, ocean transportation intermediary, air freight agent, or carrier. Provider assumes no liability for cargo transit, freight booking completion, carrier performance, delays, customs clearance, or freight claims between Customer, carriers, and shippers.

1.4 Client Environment & Backup Responsibility

Customer is solely responsible for acquiring, maintaining, and securing its own technology environment, operating systems, network connections, and hardware required to access the Services. Customer acknowledges that the Services do not constitute an archival backup repository; Customer retains sole responsibility for maintaining local backup copies of all uploaded data and content.

2. Restrictions, Prohibitions & Circumvention

2.1 Prohibited Use

Customer shall not, and shall not permit any third party to:

1. (a)Reverse engineer, decompile, disassemble, or derive source code or underlying algorithms of the Services or AI models;
2. (b)Lease, rent, resell, sublicense, or distribute access to the Services to any third party or service bureau;
3. (c)Access or use the Services for competitive intelligence or to develop a competing software product or AI service;
4. (d)Disseminate viruses, Trojan horses, malicious code, or obscene, abusive, or defamatory materials;
5. (e)Launch automated scrapers, "bots," "spiders," or automated request scripts that exceed reasonable human operational volume.

3. Freight Data, AI Extraction & Intellectual Property

3.1 Ownership of Customer Freight Data

Customer retains all right, title, and interest in and to all carrier contracts, buy/sell rate tables, surcharge rules, quote histories, and logistics files uploaded to the Platform (“Customer Freight Data”).

3.2 Data Isolation & Model Training Exclusion

Customer Freight Data is Customer's Exclusive Confidential Information. Provider warrants that Customer Freight Data is logically segregated from other tenants, will never be disclosed to competing freight forwarders, and will not be used to train, fine-tune, or improve publicly accessible AI models or multi-tenant foundational models.

3.3 AI Rate Extraction & Verification Disclaimer

IMPORTANT NOTICE: The Services utilize artificial intelligence algorithms to parse, extract, and format carrier rate sheets, local charges, and surcharge notes. Customer explicitly acknowledges that AI-assisted outputs are pricing preparation tools and not final financial quotes. Provider makes no warranties regarding the absolute error-free accuracy of carrier rate sheet data entries. Customer retains sole responsibility for reviewing, verifying, and confirming all extracted rates, surcharges, and currency conversions prior to issuing binding quotes or contracts to third parties. Provider shall not be liable for under-quoting, carrier rate discrepancies, lost margins, or freight miscalculations resulting from reliance on unverified AI outputs.

3.4 De-Identified Data & Feedback

Provider may aggregate de-identified, non-personally identifiable metadata to maintain and optimize system performance. Customer assigns to Provider all rights, title, and interest in any suggestions, feature requests, or feedback provided regarding the Services.

4. Fees, Expenses, Taxes & Payment Terms

4.1 Invoicing & Payment

Fees are stated and payable in United States Dollars ($ USD). Invoices are payable within thirty (30) days of invoice date. Overdue amounts accrue interest at 1.5% per month (or the maximum allowed by law). Accounts overdue by more than forty-five (45) days may be suspended.

4.2 Renewal Price Increases

Fees for any Renewal Term shall remain identical to the prior term unless Provider gives written notice of a fee adjustment at least thirty (30) days prior to term renewal. Any annual subscription fee increase shall not exceed ten percent (10%) over the prior term's rate for equivalent user tiers.

4.3 Reimbursable Expenses

Customer shall reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred for on-site implementation or custom training.

4.4 Taxes & Withholding Receipts

All fees are exclusive of applicable sales, use, VAT, GST, or withholding taxes. Customer is responsible for paying all such taxes. If Customer is required by foreign tax laws to deduct or withhold taxes from payments due to Provider, Customer shall promptly provide Provider with official tax receipts issued by the relevant tax authority to support Provider's foreign tax credit filings.

5. Confidentiality & Data Security

5.1 Duty of Confidentiality

Each party shall hold the other party's Confidential Information in strict confidence using at least reasonable commercial care and shall not disclose it to third parties except to employees or contract representatives with a need to know under equivalent binding restrictions.

5.2 Security Safeguards

Provider maintains administrative, physical, and technical safeguards designed to protect Customer Freight Data, including AES-256 encryption at rest and TLS 1.2 encryption in transit.

6. Warranties & Disclaimers

6.1 Warranties

Provider warrants that it owns or has rights to license the Services and that the Services will perform in material conformity with published Documentation and remain free from material Defects. In the event of a material Defect, Customer agrees to provide sufficient detail for Provider to reproduce the error, and Provider shall use commercially reasonable efforts to correct the Defect.

6.2 Disclaimer

EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES ARE PROVIDED "AS IS." PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT.

7. Indemnification

7.1 Provider Indemnity

Provider shall defend and indemnify Customer against third-party claims alleging that Customer's authorized use of the Services infringes a third-party copyright, trade secret, or patent.

7.2 Customer Indemnity

Customer shall defend and indemnify Provider against third-party claims arising out of or related to: (a) Customer Freight Data uploaded in violation of third-party rights; (b) unacceptable or prohibited use of the Services under Customer accounts; or (c) Customer's underlying freight logistics transactions with shippers or carriers.

8. Limitation of Liability

8.1 Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE CAPPED AT THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO PROVIDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8.2 Exclusion of Consequential Damages

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, REVENUE, DATA, OR FREIGHT MARGINS).

9. Term, Termination & Data Export

9.1 Term & Renewal

This Agreement commences on the Effective Date and continues for the Initial Term specified in the Order Form. Subscriptions automatically renew for successive 12-month terms unless either party gives written notice of non-renewal at least sixty (60) days prior to term expiration.

9.2 Early Termination Fee (ETF)

If Customer terminates this Agreement prior to the expiration of the Initial Term or Renewal Term for any reason other than Provider's uncured material breach, Customer agrees to pay an Early Termination Fee equal to fifty percent (50%) of the remaining Total Contract Value owed for the remainder of the applicable term.

9.3 Effect of Termination & Data Export

Upon termination, Customer’s access rights cease. Customer may request an export of Customer Freight Data within thirty (30) days of termination, after which Provider may permanently delete all Customer Freight Data in accordance with its standard retention policies.

10. Governing Law, Arbitration & Litigation

10.1 Governing Law & International Arbitration

Governed by the laws of the Province of Ontario and federal laws of Canada. Disputes shall be settled by final binding arbitration administered by the International Centre for Dispute Resolution (ICDR / AAA) in Toronto, Ontario (or conducted virtually).

10.2 Injunctive Relief & Bond Waiver

Customer agrees that a breach of Section 2 (Restrictions) or Section 5 (Confidentiality) will cause Provider irreparable injury. Provider shall be entitled to seek immediate injunctive and equitable relief in any court of competent jurisdiction without the necessity of posting a bond (or if required by law, a nominal bond capped at $100 USD).

10.3 Prevailing Party Fees

In the event of any arbitration or litigation arising under this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable attorneys’ fees, arbitration expenses, and legal costs incurred.

10.4 Force Majeure

Neither party shall be liable for performance delays or failure caused by acts of God, war, cyber attacks, extraordinary cloud infrastructure failure, or major internet outages beyond reasonable control.

11. General Provisions

11.1 Subcontractors

Provider reserves the right to utilize specialized third-party cloud hosting and infrastructure subcontractors (e.g., AWS, Azure, OpenAI APIs) in delivering the Service, provided Provider remains responsible for its subcontractors' compliance with confidentiality and security obligations.

11.2 Marketing & Logo Usage

Customer grants Provider a limited right to display Customer’s company name and logo on LogiAlpha's website and pitch decks solely to identify Customer as a user of the Service. Customer may opt out at any time by emailing zack@logialpha.ai.

11.3 Export Compliance

Customer shall comply with all global trade and export control laws, including U.S., Canadian, and Hong Kong encryption and import restrictions.

11.4 Entire Agreement

This Agreement, together with any applicable Order Forms and DPAs, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements or proposals.