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Master Services Agreement

This Master Services Agreement (“Agreement”) is made and entered into by and between Expedock Software Inc., a Delaware corporation having a place of business at 1160 Battery Street, East Suite 100, San Francisco, California 94111 ("Expedock") and you, the Customer, (“Customer”), sets forth the terms governing Expedock’s provision of services to Customer as further set forth below (“Services”).In consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, and intending to be legally bound, the parties agree as follows:

1. SERVICES AND COMPENSATION. Subject to the terms and conditions of this Agreement, Expedock will provide Services to Customer as specified in one or more Statements of Work or in an order form from Expedock (each an “SOW”). Customer will provide Company with system access, information, materials, and assistance reasonably requested by Expedock in connection with providing the Services. Customer will pay Expedock the fees specified in each SOW (“Fees”). Each month, Expedock will send Customer an invoice for all Services for the previous month, and Customer will pay Expedock within 30 business days after it receives an invoice. Each SOW is incorporated by reference into this Agreement. The terms and conditions in the SOW take priority if there is any conflict with the terms of this Agreement. 

2. TERM. This Agreement starts on the Effective Date stipulated in Expedock’s order form for the period stated in the order form, unless terminated earlier in accordance with the termination provisions set forth in the Agreement (the “Initial Term”), and continues to be in effect for so long as any SOWs are still being serviced by Expedock. After the Initial Term, this Agreement will automatically renew for additional periods equal in duration to the period of the Initial Term unless either party provides written notice to the other party at least thirty (30) days prior to the commencement of the renewal period that it does not wish to renew.

a. Evaluation Period. Either party may terminate this Agreement or any SOW for material breach with a seven (7) day written notice of termination if the breaching party does not rectify the breach within seven (7) days of receiving notice of the breach from the non-breaching party.

b. Full-service Period. Either party may terminate this Agreement or any SOW for material breach with thirty (30) days written notice if the breaching party does not rectify the breach within thirty (30) days of receiving notice from the non-breaching party.

If the Customer terminates this Agreement or any SOW due to a material breach by Expedock during the full-service period, all active SOWs shall be terminated, and the Customer shall be liable for any fees accrued for Services performed before termination, as described in the applicable SOWs.

In the event of termination not in compliance with the provisions set forth in this Agreement, or due to material breach by the Customer, all active SOWs will be terminated, and the Customer shall be liable for: (i) any outstanding fees for Services performed before termination, and (ii) the remaining monthly subscription fees as if it had continued as originally scheduled. The obligations in Sections 3.a, 3.c, 3.d, 4, 7, 8, and 9 will continue after the termination of this Agreement.

3. INTELLECTUAL PROPERTY RIGHTS
a. Ownership of Services. Expedock owns all rights, titles, and interests, including all intellectual property rights, in and to the Services and Expedock API, including any improvements, modifications, and enhancements. Except for those rights expressly granted in this Agreement, no other rights are granted, either express or implied, to Customer.

b. API License. Subject to the terms and conditions of this Agreement, Expedock grants Customer a limited, non-exclusive, non-sublicensable, and non-transferable license to access and use the Expedock application programming interface (“Expedock API”) to submit Data and receive deliverables from Expedock. Customer will not (a) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the underlying ideas, algorithms, structure, or organization of the Expedock API, (b) sublicense, transfer, distribute, or otherwise make available the Expedock API in any form, (c) lease, loan, or sell the Expedock API, (d) create derivative works or otherwise modify the Expedock API, (e) make any copies of the Expedock API, or (f) attempt to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection mechanisms in the Expedock API.
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c. Ownership of Data; Use. Customer owns all rights, title, and interest, including all intellectual property rights, to all information, content, data, and materials provided to Expedock in connection with its use of the Service (“Data”). Customer hereby grants to Expedock, a worldwide, non-exclusive right and license to use the Data in connection with the provision of the Services, and to use the know-how and analytical results resulting therefrom (including any and all machine learning, trained models, and other similar updates to Expedock’s software or technology) in connection with the enhancement, improvement, or provision of the Service and other Expedock offerings. Expedock will not disclose any Data to any third party.

d. Ownership of Deliverables. Expedock agrees that Customer does, and will, solely own all data delivered to Customer pursuant to an SOW or in connection with the Services (the "Deliverables"). Subject to Expedock’s ownership of the Services and Expedock API (as set forth in Section 3.a), Expedock hereby assigns and shall assign to Customer all ownership rights in such Deliverables.

4. CONFIDENTIALITY. In connection with this Agreement, each party ("Discloser") may provide to the other party, or ("Recipient") certain information that Discloser considers confidential or proprietary ("Confidential Information"). The Data and Deliverables are the Confidential Information of Customer. Recipient will use Confidential Information solely for the purposes of performing its obligations under this Agreement. Recipient will not disclose or make Confidential Information available to any third party, except as specifically authorized by Discloser in writing. Upon Discloser’s written request, Recipient will promptly return all Confidential Information and copies, and/or certify in writing that it has destroyed all such materials. Expedock will not bring to Customer or use in connection with the Services any confidential or proprietary information, data, materials, or documents of a third party without the written authorization of such party and Customer. Confidential Information does not include information that: (i) was known to Recipient without restriction before receipt from Discloser; (ii) is publicly available or becomes publicly available through no fault of Recipient; (iii) is rightfully received by Recipient from a third party without a duty of confidentiality; or (iv) is independently developed by Recipient without the use of or reference to any Confidential Information of Discloser. The recipient may disclose Confidential Information when compelled to do so by law if it provides reasonable prior notice to Discloser to allow Discloser an opportunity to limit such disclosure.

5. REPRESENTATIONS AND WARRANTIES
a. By Expedock. Expedock represents and warrants that:
i. The Services will be of professional quality and performed consistently with generally accepted industry standards. 
ii. There exists no actual or potential conflict of interest concerning the Services. 
iii. Expedock's performance under this Agreement does not require the breach of any agreement or obligation to keep in confidence the proprietary information of another party.  
iv. Expedock has all necessary rights to enter into this Agreement and perform the Services and no third party has any rights in the Deliverables. 
v. Expedock will comply with all applicable laws and regulations.

EXCEPT AS EXPRESSLY STATED IN THIS SECTION 5.a, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS-IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPEDOCK HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, ACCURACY, RESULTS, AND FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.

b. By Customer. Customer represents and warrants that:
‍i. Customer has all necessary rights to enter into this Agreement to provide the Data to Expedock, and permit Expedock to use the Data as provided in this Agreement. 
ii. Customer will comply with all applicable laws and regulations.

6. ACCEPTANCE OF SERVICES. 
‍a. Acceptance Criteria. The parties hereby agree that the Customer Project Manager will either accept or reject the Services and Deliverables within 5 business days following their receipt of outputs from Expedock. Failure to reject within the 5 business days will be deemed acceptance.

Services and Deliverables will be accepted provided that Expedock has used commercially reasonable efforts in the course of performing the Services and developing the Deliverables.

For any rejected Services or Deliverables, the parties will agree on a deadline for Expedock to correct the deficiencies. Expedock will correct the deficiencies at its expense and will submit another request for acceptance before the agreed-upon deadline.

b. Acceptance. Customer will accept or reject the Services or any Deliverable in accordance with the acceptance criteria set forth in the applicable SOW. If there are no acceptance criteria set forth in the SOW, then the Services or Deliverables must be accepted by the applicable Customer Project Manager (as identified in this agreement). Customer will not unreasonably withhold acceptance.

c. Remedies. If the Services or the Deliverables do not meet the warranties or material criteria of this Agreement or an SOW, Customer may request Expedock to correct (at no cost to Customer) any defective or nonconforming item.

7. INDEMNIFICATION.
‍a. By Company.i. Expedock will defend and indemnify Customer, its officers, directors, and employees from any and all claims and liabilities (“Claims”) against Customer to the extent related to any third party claim that the Services infringe or misappropriate any third-party intellectual property rights; provided that Customer provides Expedock with (i) prompt written notice of such Claim; (ii) sole control over the defense and settlement of such Claim; and (iii) available information and assistance, at Expedock’s expense, to settle and/or defend any such Claim; provided, however, that the failure to give such notice shall not relieve the Expedock of its obligations hereunder except to the extent the Expedock was actually prejudiced by such failure. ii. In the event any such Claim is brought or threatened, Expedock may, at its sole option and expense:  (i) procure for Customer the right to continue to use the Service; (ii) modify or amend all or a portion of the Service, or replace all or a portion of the Service with other service having substantially the same or better capabilities; or (iii) if Expedock determines that the foregoing are not feasible on commercially reasonable terms, terminate this Agreement or a SOW in whole or in part, and refund to Customer a prorated portion of any Fees paid in advance for any Service not provided as a result of such termination. iii. Expedock has no obligation to Customer under Section 7.a.i to the extent a Claim arises from (i) Customer’s breach of this Agreement; (ii) the Data; (iii) the combination of the Service or Deliverables with any of Customer’s or third party’s products, services, data, hardware, or business processes; or (iv) implementation of any of Customer’s specifications or requirements. iv. Customer, at its own expense, may participate in the defense of any such Claim concerning matters that relate to Customer, and Expedock will not settle any such Claim without Customer's written consent. v. THE FOREGOING PROVISIONS OF SECTION 7.a STATE THE ENTIRE LIABILITY OF EXPEDOCK, AND THE SOLE REMEDY OF CUSTOMER, WITH RESPECT TO ANY ACTUAL OR ALLEGED CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS.

b. By Customer. Customer will defend and indemnify Expedock, its officers, directors, and employees from any and all Claims against Expedock to the extent caused by Data or Customer’s breach of this Agreement; provided that Expedock provides Customer with (i) prompt written notice of such Claim; (ii) sole control over the defense and settlement of such Claim; and (iii) available information and assistance, at Customer’s expense, to settle and/or defend any such Claim; provided, however, that the failure to give such notice shall not relieve the Customer of its obligations hereunder except to the extent the Customer was actually prejudiced by such failure.

8. LIMITATION OF LIABILITY. EXCEPT FOR BREACHES OF OBLIGATIONS UNDER SECTION 4 (“CONFIDENTIALITY”), (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, AND (B) EXPEDOCK’S LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE TO EXPEDOCK UNDER THIS AGREEMENT.

9. GENERAL.
‍a. Independent Contractor. Expedock will provide services to Customer as an independent contractor and not as an employee. Expedock agrees that Expedock will not be entitled to any compensation, options, stock or other rights or benefits provided to Customer’s employees. Expedock does not have any authority to make any commitments for or bind Customer. Expedock promises to comply with all tax laws, including tax-withholding requirements.

b. Assignment. Customer may not assign or transfer any part of this Agreement without the written consent of Expedock. Expedock may freely assign this Agreement to its affiliates or in connection with a sale of its assets relating to this Agreement or change in control or ownership of Expedock.

c. Subcontracting. Expedock may subcontract any of its obligations under this Agreement without Customer’s written consent, provided that Expedock will remain liable for all of its obligations and all acts or omissions of its subcontractors.

d. Force Majeure. Except for the obligation to pay money, neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including act of war, acts of God, labor shortage or dispute, governmental act, pandemic, or failure of the Internet or telecommunications. The delayed party shall give the other party prompt notice of such cause, and shall use its reasonable commercial efforts to correct promptly such failure or delay in performance.

e. Governing Law. This Agreement is governed by California law, excluding California’s conflict of law rules. Each party submits to the exclusive jurisdiction of the federal and state courts in Santa Clara County, California, for all claims arising out of or relating to this Agreement.

f. Miscellaneous. This Agreement, including any SOWs, is the entire agreement between the parties and supersedes all other agreements between the parties, relating to its subject matter. Any change to the terms of this Agreement must be in writing and signed by the parties. The parties may execute this Agreement in counterparts, including electronic copies, which taken together will constitute one agreement.

10. DELIVERABLES. The deliverables provided to the Customer by Expedock shall include:
‍a. Data Security: Expedock shall securely protect and store the Customer’s data, ensuring access only by the personnel of Expedock for the purposes of performing data entry into the Customer’s system and improving the processes by which Expedock carries out these tasks.

b. Average Turnaround Time: Expedock shall adhere to the specified average turnaround times for workflows outlined in the SOW. The average turnaround time shall be calculated as the average for each week, as measured from the receipt of complete and accurate data/document from the customer to the delivery of the data into the TMS or delivery or the final output or notification sent to the customer regarding an issue.  Expedock shall employ commercially reasonable efforts to consistently meet these timeframes. Unless stated in an SOW, the standard TAT is 24 hours upon receipt of documents for automation.

c. Workflow Details: Expedock shall provide a detailed description of workflows, including relevant time frames, in the SOW, which forms an integral part of this agreement. 

‍d. Evaluation Period:  The Evaluation Period is intended to give the Customer time to integrate their Transport Management System (TMS) with the Expedock product. During this period, the Customer can assess whether Expedock is capable of performing the Services to the standards set forth in this Agreement. Expedock shall also demonstrate its ability to perform its services in accordance with the acceptance criteria.

e. Business Intelligence Dashboard: Expedock shall provide visualized reports based on data from the Transport Management System or documents provided by the customer.

f. Integration with Customer’s Transport Management System (TMS): Expedock commits to successfully connecting to the Customer’s TMS within 14 days from the Effective Start Date of the SOW. This is subject to the Customer providing the following: 
1. If Cargowise
i. Inbound eAdapter Details
ii. Read-only SQL Database Access or Outbound eAdapter Details

2. If Magaya
i. Magaya API Connection               

3. If Other TMS
i. https://app.expedock.com/docs/api#section/Introduction ii. Expedock will work closely with the engineering team of the Customer as needed to implement the connection.

g. Successful Connection of Automation Product: Expedock will be considered to have successfully connected to the Customer TMS if it is capable of transmitting data to the Customer TMS and locating the required reference number (shipment, consol, brokerage file, etc.) within the Customer TMS.

h. Successful Connection to Business Intelligence Product: Expedock will be considered connected to the Customer TMS if it is capable of receiving data from the Customer TMS.

If the Customer fails to provide the necessary information and access for the TMS integration within 14 days of the Evaluation Period start date, the full-service period shall commence even without integration. However, Expedock and the Customer shall continue to undertake commercially reasonable efforts to integrate the TMS during the full-service period.

i. Expedock Platform: The Expedock platform users will be able to view invoices with discrepancies, accept or reject invoices with issues, and track invoices processed. Users will also be able to extensively filter against invoices processed using the following criteria: (applied to AP SOW or MSA only) 
‍a. Operators: Users can filter against Ops Rep on Cargowise 
‍b. Branch: Users can filter against Branch assigned to invoice and shipment 
‍c. Department: Users can filter against Department assigned to invoice and shipment 
‍d. Invoice #: Enable users to find the Invoice #

11. INVOICING AND PAYMENT TERMS. Expedock will issue electronic invoices monthly for services provided in the preceding month, as outlined in the SOW. The billing for the dashboard will commence either prior to user training or 30 days after the contract signature date, whichever occurs first. The Customer is obligated to process these invoices and remit payment within thirty (30) business days of receipt.