Customer Subscription & Services Agreement

1. Agreement structure

This Customer Subscription & Services Agreement ("Agreement") is between Gant Technology Group LLC, doing business as CargoFlow ("CargoFlow," "we," "us") and the business or other organization identified in an Order Form, pilot agreement, accepted proposal, online checkout, or other written ordering document ("Customer").

An "Order Form" means the document or electronic record that identifies the Customer, services, users or usage scope, subscription term, fees, billing interval, and any customer-specific terms. This Agreement, the applicable Order Form, the Data Processing Addendum where applicable, and incorporated policies form the parties' agreement. If an Order Form expressly conflicts with this Agreement, the Order Form controls for that Customer to the extent of the conflict.

2. The service

CargoFlow provides business software for freight, import, logistics, and related operations. Depending on the Customer's plan and configuration, features may include shipment visibility, carrier tracking and milestones, Smart Paste and field-detection tools, tasks, documents and email-file previews, document security screening, exception management, rates, quotes and customer quote decisions, pre-shipment workflows, customer-configured shipment creation and File ID generation, billing and closeout workflow, handoffs, customer portals, scheduled customer reporting, collaboration, email-draft workflows, integrations, alerts, and operational history.

CargoFlow may improve, replace, or modify features over time. Material reductions to paid core functionality during a committed term will not be made solely to avoid an express obligation in an Order Form.

3. Access, users, and administration

Subject to timely payment and compliance with this Agreement, CargoFlow grants Customer a limited, non-exclusive, non-transferable right during the subscription term to permit its authorized users to access the service for Customer's internal business operations.

• Customer is responsible for selecting administrators, assigning appropriate roles, and promptly removing access that is no longer needed.
• Each user must use an individual account unless CargoFlow expressly supports another access method.
• Customer is responsible for activity performed through its accounts to the extent caused by its users, credentials, devices, instructions, or failure to reasonably secure access.
• Customer must notify CargoFlow promptly of suspected unauthorized access or credential compromise.

4. Customer responsibilities and operational judgment

CargoFlow is an operational software tool. Customer remains responsible for its freight operations, professional judgment, source documents, regulatory compliance, filings, deadlines, customer instructions, communications, recipient selection, and decisions.

Customer is also responsible for reviewing system-detected or system-generated values before applying them, reviewing email drafts before sending them, and confirming that Customer Portal users, permissions, customer-specific shipment-intake requirements, generated File ID routing configuration, customer-created shipment records, quote decisions, shared shipments, visible documents, release statuses, delay notes, scheduled-report configuration, and other customer-facing information are appropriate for the intended recipient and Customer's operations.

CargoFlow is not, merely by providing the software, a motor carrier, ocean carrier, freight forwarder, NVOCC, customs broker, warehouse, insurer, surety, attorney, tax adviser, or government filing agent. Customer must verify authoritative shipment, customs, carrier, terminal, billing, appointment, free-time, last-free-day, and regulatory information before acting when errors could create financial, legal, safety, or customer consequences.

5. Customer Data

"Customer Data" means information, documents, communications, records, and content submitted to or generated through the service for Customer, excluding CargoFlow's own software, system telemetry, and de-identified or aggregated information that cannot reasonably identify Customer or an individual.

As between the parties, Customer retains its rights in Customer Data. Customer grants CargoFlow the limited rights necessary to host, process, transmit, back up, secure, support, and otherwise handle Customer Data to provide and protect the service and to comply with Customer's lawful instructions.

Customer represents that it has the rights and lawful authority needed to submit Customer Data and instruct CargoFlow to process it. Customer must not upload highly sensitive personal information that the service is not designed to store, including full payment-card data, personal banking credentials, Social Security numbers, protected health information, or biometric templates, unless CargoFlow has expressly approved that use in writing.

6. Confidentiality

Each party may receive non-public business, technical, security, pricing, product, customer, or operational information of the other party ("Confidential Information"). The receiving party will use Confidential Information only to perform or exercise rights under the agreement, protect it using reasonable care, and disclose it only to personnel and service providers who need it and are subject to appropriate confidentiality duties.

Confidential Information does not include information that the receiving party can document was already lawfully known without restriction, becomes public without breach, is received lawfully from a third party without confidentiality duty, or is independently developed without use of the other party's Confidential Information. A legally required disclosure may be made after reasonable notice to the other party when legally permitted.

7. Privacy, data processing, and security

CargoFlow's general privacy practices are described in the Privacy Policy. When CargoFlow processes personal data on Customer's behalf as a processor or service provider, the Data Processing Addendum applies.

CargoFlow will maintain reasonable administrative, technical, and organizational safeguards appropriate to the service and the nature of Customer Data. Current security information is summarized at Security & Trust, and current provider information is available at Subprocessors & Connected Services. Customer is responsible for its own devices, networks, user lifecycle, permissions, internal policies, and decisions about what information its users place into the service.

8. Acceptable use

Customer and its users may not use CargoFlow to gain unauthorized access, bypass tenant or role controls, introduce malicious code, interfere with service operation, unlawfully scrape or extract data, impersonate others, falsify records, infringe intellectual property, violate privacy rights, or conduct unlawful activity. CargoFlow may take proportionate protective action where necessary to address a credible security, legal, or abuse risk.

9. Fees, taxes, and payment

Fees, billing frequency, included users or usage, implementation charges, and any trial or pilot fees are stated in the Order Form. Except where the Order Form states otherwise, fees are stated in U.S. dollars and are exclusive of applicable sales, use, excise, value-added, or similar transaction taxes.

Customer is responsible for applicable taxes other than taxes based on CargoFlow's net income. If Customer claims an exemption, Customer must provide valid supporting documentation. Payment obligations are not contingent on Customer's internal purchase-order process unless CargoFlow expressly agrees otherwise in writing.

Additional billing rules are in the Billing & Cancellation Policy, which is incorporated into this Agreement unless an Order Form states different terms.

10. Subscription term, renewal, and cancellation

The initial subscription term and any renewal structure are stated in the Order Form. A month-to-month subscription renews for successive monthly periods until cancelled in accordance with the Order Form and Billing & Cancellation Policy. A fixed or annual term renews only if the Order Form says that it automatically renews.

Customer may prevent a future renewal by using any cancellation method stated in the Order Form or the Billing & Cancellation Policy. Cancellation stops future renewals; it does not retroactively erase charges already incurred or automatically create a refund unless the Order Form, policy, or applicable law says otherwise.

For an automatically renewing fixed-term subscription, CargoFlow will provide renewal information and any notice required by applicable law. CargoFlow's standard practice is to make the renewal date, renewal price or pricing basis, and cancellation method reasonably clear before the renewal deadline.

11. Pilots, trials, and evaluations

A pilot, free trial, beta, preview, or evaluation may have limited features, support, storage, users, or duration. Unless an Order Form states otherwise, either party may end a no-fee evaluation before paid conversion. Customer should not make an evaluation feature the sole control for a legally required filing, deadline, or safety-critical process.

12. Support and service changes

CargoFlow will provide the support level stated in the Order Form or then-current plan description. Unless a separate service-level agreement states otherwise, CargoFlow does not guarantee uninterrupted or error-free availability. Planned maintenance, emergency maintenance, third-party outages, carrier/terminal availability, Internet conditions, force majeure events, and Customer systems may affect service availability.

13. Third-party and connected services

CargoFlow may interoperate with hosting, database, transactional email, malware-scanning, messaging, Google Workspace, carrier, terminal, tracking, or other third-party services. Customer's use of third-party accounts remains subject to the provider's terms and permissions. Provider use depends on Customer configuration and enabled features; see Subprocessors & Connected Services.

The current Gmail Carrier Inbox uses read-only Gmail access. The current Outlook draft workflow does not connect CargoFlow server-side to Microsoft 365; it prepares a draft for review and opens Outlook Web through the user's browser. When document malware scanning is enabled, uploaded file content may be transmitted to the configured scanning provider. CargoFlow is not responsible for outages, changed APIs, inaccurate third-party data, revoked permissions, or other failures outside CargoFlow's reasonable control.

14. Intellectual property and feedback

CargoFlow and its licensors retain all rights in the software, interfaces, designs, workflows, documentation, branding, and service technology. No ownership in CargoFlow technology transfers to Customer. Customer may provide feedback, suggestions, or feature ideas, and CargoFlow may use that feedback without payment or restriction, provided this does not transfer ownership of Customer Data or Customer's Confidential Information.

15. Suspension

CargoFlow may temporarily suspend affected access when reasonably necessary to protect the service, Customer Data, another customer, a third-party provider, or legal compliance; to investigate suspected misuse; or for material nonpayment after reasonable notice where notice is practicable. CargoFlow will use reasonable efforts to limit a suspension to the affected users or functionality and restore access after the issue is resolved.

16. Termination and post-termination handling

Either party may terminate for the other party's material breach if the breach is not cured within 30 days after written notice, or sooner when the breach cannot reasonably be cured. Either party may terminate if the other becomes subject to insolvency proceedings that are not dismissed within a reasonable period, subject to applicable law.

At termination, Customer's right to use the service ends except for any agreed transition or export period. Customer should export needed business records before access ends. CargoFlow may retain or delete Customer Data according to the Order Form, DPA, Privacy Policy, security needs, legal obligations, dispute preservation, and backup-retention cycles.

17. Limited warranties

CargoFlow warrants that it will provide the paid service in a professional and workmanlike manner consistent with the applicable Order Form. Customer's exclusive remedy for a verified breach of this warranty is, at CargoFlow's option, re-performance of the affected service or termination of the materially affected service with a prorated refund of prepaid unused fees for that affected portion.

EXCEPT FOR EXPRESS WARRANTIES IN THIS AGREEMENT OR AN ORDER FORM, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." CARGOFLOW DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES THAT THIRD-PARTY DATA OR INTEGRATIONS WILL BE COMPLETE, CURRENT, OR ERROR-FREE.

18. Indemnification

Customer will defend and indemnify CargoFlow and its affiliates, officers, and personnel against third-party claims to the extent arising from Customer Data submitted without required rights or authority, Customer's unlawful use of the service, or Customer's material breach of the acceptable-use obligations. This does not apply to the extent caused by CargoFlow's own breach, gross negligence, or willful misconduct.

If an applicable Order Form includes additional intellectual-property indemnification or claims procedures, those provisions control.

19. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOSS OF GOODWILL, ARISING FROM THIS AGREEMENT, EVEN IF ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

EXCEPT FOR AMOUNTS THAT CANNOT LAWFULLY BE LIMITED, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE AFFECTED SERVICE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

The limitations above do not limit Customer's payment obligations. An Order Form may expressly set a different liability cap for specific risks.

20. Governing law and disputes

Unless an Order Form states otherwise, this Agreement is governed by South Carolina law without regard to conflict-of-law rules. The parties consent to jurisdiction in the state and federal courts in South Carolina that have proper subject-matter jurisdiction and venue for the dispute.

Before filing a non-emergency lawsuit, the parties will attempt in good faith to resolve the dispute through business representatives for at least 30 days after written notice of the dispute. This does not prevent either party from seeking emergency injunctive relief or taking action necessary to preserve a claim before a limitation period expires.

21. General

The parties are independent contractors. Neither party may bind the other except as expressly authorized. Neither party is liable for delay caused by events outside its reasonable control, except obligations that can reasonably continue despite the event. If a provision is unenforceable, the remaining provisions remain effective. A waiver must be clear and does not waive future enforcement.

Customer may not assign this Agreement without CargoFlow's written consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets where the successor agrees to the Agreement. CargoFlow may assign this Agreement in connection with a merger, financing, reorganization, sale of assets, or transfer of the CargoFlow business.

22. Electronic acceptance and notices

The parties may form and accept this Agreement and Order Forms electronically. Clicking an acceptance control, completing an authorized electronic checkout, or signing an electronic Order Form may constitute acceptance when the interface clearly identifies the terms being accepted.

Business and contract notices to CargoFlow may be sent to contact@cargoflowdg.com. Support requests may be sent to support@cargoflowdg.com. Customer notices may be sent to the administrative or billing contact provided by Customer.