Conduit Software Inc  |  Version 1.3  |  November 20, 2025

These Cloud Service Standard Terms ("Standard Terms") govern access to and use of Conduit Software Inc's cloud-based dock, yard, and gate management platform (the "Service"). By signing an Order Form that references these Standard Terms, or by clicking to accept, the customer identified on the Order Form ("Customer") agrees to be bound by these Standard Terms and the applicable Order Form (together, the "Agreement"). Conduit Software Inc ("Conduit") and Customer are each a "party" and together the "parties."

These Standard Terms may be updated from time to time as described in Section 13 (Changes to These Terms). Capitalized terms used but not defined in context are defined in Section 14 (Definitions).

1. Service

1.1 Access and Use

During the Subscription Period and subject to this Agreement, Conduit grants Customer a limited, non-exclusive, non-transferable right to: (a) access and use the Service for Customer's internal business operations; and (b) copy Documentation solely as needed to exercise that access right. Customer's right to access the Service is limited to the subscription scope described in the Order Form.

1.2 User Accounts

Customer is responsible for all activity that occurs under its User accounts. Customer must ensure that Users keep passwords and credentials confidential and comply with this Agreement. Customer will promptly notify Conduit if it suspects unauthorized access to any account or credential.

1.3 Technical Support

Conduit will provide technical support as described in the Order Form. Unless otherwise specified, support is provided by email during normal business hours (Monday–Friday, 7:00 am–5:00 pm Pacific time, excluding federal holidays). Conduit will use commercially reasonable efforts to respond to support tickets within one (1) business day.

1.4 Professional Services

Any professional services (implementation, training, integration, or similar) are described in the Order Form or a separate statement of work. Unless expressly stated otherwise, professional services are provided on a reasonable-efforts basis and do not carry a warranty of specific outcomes.

1.5 Feedback and Usage Data

Customer may provide suggestions or feedback about the Service ("Feedback"). Feedback is provided "AS IS" and Conduit may use it freely without restriction or compensation. Conduit may also collect and analyze Usage Data to operate, maintain, improve, and promote the Service. Conduit will not share Usage Data externally in a form that identifies Customer or individual Users.

1.6 Artificial Intelligence Features

Certain features of the Service may incorporate artificial intelligence or machine learning models. Customer acknowledges that: (a) output from AI features may be inaccurate or incomplete; (b) AI features are not a substitute for human judgment or oversight; and (c) Conduit may use aggregated, de-identified Customer Content and Usage Data to train or improve AI models used in the Service, subject to commercially reasonable de-identification practices. Nothing in this section reduces Conduit's obligations under applicable data protection laws.

1.7 Customer Content

Customer grants Conduit the right to process Customer Content solely as necessary to provide and maintain the Service. Customer is responsible for the accuracy and legality of all Customer Content it submits.

2. Restrictions & Customer Obligations

2.1 Permitted Use

Customer may use the Service only for its own internal business purposes and only as permitted by this Agreement and the Documentation.

2.2 Prohibited Use

Customer will not, and will not permit anyone else to:

• reverse engineer, decompile, or attempt to extract source code or underlying algorithms from the Service (except to the extent prohibited by applicable law);

• resell, sublicense, rent, lend, or otherwise make the Service available to any third party outside Customer's organization;

• modify, copy, or create derivative works of the Service;

• conduct security or vulnerability tests, or interfere with the operation or performance of the Service;

• use the Service to build a competing product or service;

• use the Service for any high-risk activity where failure could cause death, bodily injury, or environmental harm;

• submit Prohibited Data to the Service without Conduit's prior written consent; or

• use the Service in violation of any applicable law or regulation.

2.3 Suspension

Conduit may suspend Customer's access to the Service, with or without advance notice, if: (a) Customer has an overdue, undisputed payment outstanding for more than 30 days; (b) Customer materially breaches Section 2.2; or (c) Customer's use poses a material risk to the Service or other customers. Conduit will endeavor to notify Customer before suspension where practical and will restore access promptly once the underlying issue is resolved.

3. Privacy & Data Security

3.1 Security Commitments

Conduit will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Content from unauthorized access, disclosure, or loss. Conduit will maintain SOC 2 Type II certification and conduct annual penetration testing, and will make evidence of compliance available to Customer upon reasonable written request.

3.2 Personal Data / GDPR

If Customer intends to submit personal data subject to the EU General Data Protection Regulation ("GDPR") or similar data protection laws, the parties must execute a Data Processing Agreement ("DPA") before such submission. The DPA will govern each party's rights and obligations with respect to that personal data and will control in the event of any conflict with this Agreement.

3.3 Prohibited Data

Customer will not submit Prohibited Data to the Service unless expressly authorized in writing by Conduit. Prohibited Data includes: (a) protected health information under HIPAA; (b) payment card data subject to PCI DSS; (c) government-issued identification numbers such as social security numbers; (d) special categories of personal data under the GDPR; and (e) other categories of sensitive data regulated by applicable law.

4. Fees & Payment

4.1 Fees

Fees are set out in the Order Form. Unless otherwise stated, all fees are in US Dollars and are exclusive of taxes. Except for prorated refunds expressly permitted by this Agreement, fees are non-refundable.

4.2 Payment

Conduit will charge Customer's payment method on file monthly in advance (or as otherwise described in the Order Form). Customer authorizes Conduit to charge fees automatically without further approval. Conduit will make billing records available to Customer upon request.

4.3 Taxes

Customer is responsible for all applicable sales, use, VAT, GST, or similar taxes on fees, as itemized by Conduit. Customer is not responsible for Conduit's income taxes.

4.4 Fee Disputes

If Customer disputes any charge, it must notify Conduit in writing before payment is due (or within 30 days of an automatic charge) and pay all undisputed amounts on time. The parties will work in good faith to resolve disputes within 15 days of notice.

4.5 Late Payment

Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, calculated from the due date.

5. Term & Termination

5.1 Subscription Period

This Agreement begins on the Order Date and continues for the Subscription Period stated in the Order Form. At the end of each Subscription Period, the Agreement automatically renews for successive periods of equal length unless either party provides written notice of non-renewal before the Non-Renewal Notice Date.

5.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if: (a) the other party materially breaches this Agreement and fails to cure that breach within 30 days of written notice; (b) the other party materially breaches in a manner incapable of cure; (c) the other party dissolves, ceases operations, or makes an assignment for the benefit of creditors; or (d) the other party becomes subject to insolvency, receivership, or bankruptcy proceedings lasting more than 60 days.

5.3 Force Majeure Termination

Either party may terminate an affected Order Form if a Force Majeure Event prevents the Service from materially operating for 30 or more consecutive days. In that case, Conduit will refund any prepaid fees for the unused remainder of the Subscription Period.

5.4 Effect of Termination

Upon expiration or termination: (a) Customer's right to access the Service ends immediately; (b) Conduit will delete Customer Content within 60 days of Customer's written request; (c) each party will return or destroy the other's Confidential Information; and (d) Conduit will issue a final invoice for any fees accrued before termination and Customer will pay it in accordance with Section 4.

5.5 Survival

Sections 1.5 (Feedback and Usage Data), 1.6 (AI Features), 2.2 (Prohibited Use), 4 (Fees & Payment) as to accrued amounts, 5.5 (Effect of Termination), 6 (Representations & Warranties), 7 (Disclaimer), 8 (Limitation of Liability), 9 (Indemnification), 10 (Confidentiality), 11 (Intellectual Property), 12 (General Terms), 13 (Changes to These Terms), and 14 (Definitions) survive expiration or termination.

6. Representations & Warranties

6.1 Mutual

Each party represents and warrants that: (a) it has the legal authority to enter into this Agreement; (b) it is duly organized and in good standing under applicable law; and (c) its performance under this Agreement will comply with all applicable laws.

6.2 From Customer

Customer represents and warrants that it has all rights necessary to submit Customer Content to the Service and to permit Conduit to use it as described in this Agreement.

6.3 From Conduit

Conduit represents and warrants that it will not materially reduce the general functionality of the Service during the Subscription Period. If Conduit breaches this warranty, Customer must notify Conduit in writing within 45 days of discovering the issue (with sufficient detail for Conduit to understand or reproduce it). Conduit will have 45 days to restore the affected functionality. If Conduit cannot resolve the issue, Customer may terminate the applicable Order Form and Conduit will issue a prorated refund of prepaid fees for the unused Subscription Period. This is Customer's sole remedy for a breach of this warranty.

7. Disclaimer of Warranties

EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 6, THE SERVICE IS PROVIDED "AS IS." CONDUIT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CONDUIT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE AT ALL TIMES. THESE DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8. Limitation of Liability

8.1 Liability Cap

To the maximum extent permitted by applicable law, each party's total cumulative liability to the other for all claims arising out of or relating to this Agreement will not exceed the fees Customer paid or owed to Conduit in the 12-month period immediately before the claim arose (the "General Cap").

8.2 Exclusion of Consequential Damages

NEITHER PARTY WILL BE LIABLE FOR LOST PROFITS, LOST REVENUES, LOSS OF DATA, OR FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 Exceptions

The limits in Sections 8.1 and 8.2 do not apply to: (a) either party's indemnification obligations under Section 9; (b) breaches of Section 10 (Confidentiality); (c) Customer's obligation to pay fees; or (d) liability that cannot be limited under applicable law (including gross negligence or willful misconduct).

9. Indemnification

9.1 By Conduit

Conduit will defend, indemnify, and hold Customer harmless from any third-party claim alleging that the Service, as provided by Conduit and used in accordance with this Agreement, infringes a third party's intellectual property rights. Conduit's obligations do not apply where the claim arises from: (a) Customer's modification of the Service; (b) use of the Service in combination with products not provided by Conduit; (c) use of an older version of the Service where an update would have avoided the claim; or (d) Customer's instructions.

9.2 By Customer

Customer will defend, indemnify, and hold Conduit harmless from any third-party claim arising from: (a) Customer Content; (b) Customer's breach of this Agreement; or (c) Customer's use of the Service in violation of applicable law.

9.3 Procedure

The indemnifying party's obligations are conditioned on the protected party: (a) promptly notifying the indemnifying party of the claim; (b) giving the indemnifying party sole control over the defense and settlement; and (c) providing reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle any claim in a manner that imposes liability or restrictions on the protected party without that party's prior written consent.

9.4 Remediation

If a third-party IP claim requires Conduit to act, Conduit may, at its option: (a) obtain rights for Customer to continue using the Service; (b) modify the Service to avoid the infringement without materially reducing its functionality; or (c) if neither option is commercially feasible, terminate the affected Order Form and refund prepaid fees for the unused Subscription Period.

10. Confidentiality

10.1 Obligations

Each party ("Recipient") will: (a) hold the other party's Confidential Information in strict confidence using at least the same protections it applies to its own confidential information (and no less than reasonable care); (b) use Confidential Information only as permitted by this Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted below.

10.2 Permitted Disclosures

A Recipient may disclose Confidential Information to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Section. A Recipient may also disclose Confidential Information as required by law or court order, provided it gives the disclosing party reasonable advance notice (where permitted) and cooperates reasonably with any effort to seek confidential treatment.

10.3 Exclusions

Confidentiality obligations do not apply to information that: (a) was known to the Recipient before disclosure without any obligation of confidentiality; (b) becomes publicly available through no fault of the Recipient; (c) is received from a third party without restriction; or (d) was independently developed by the Recipient without reference to the Confidential Information.

10.4 Confidentiality Period

Confidentiality obligations survive for three (3) years after expiration or termination of the Agreement, except that obligations with respect to trade secrets continue for as long as the information qualifies as a trade secret under applicable law.

11. Intellectual Property

11.1 Conduit IP

Conduit retains all right, title, and interest in and to the Service, Software, Documentation, and all related technology and intellectual property, whether developed before or after the Order Date. No rights are granted to Customer except as expressly stated in this Agreement.

11.2 Customer Content

Customer retains all right, title, and interest in and to Customer Content. Customer grants Conduit a limited license to process Customer Content solely to provide and maintain the Service.

11.3 Deliverables

Unless an Order Form expressly states otherwise, any work product or deliverables produced by Conduit under a professional services engagement are licensed (not sold) to Customer on a non-exclusive, non-transferable basis for Customer's internal use only.

11.4 Logo Rights

With Customer's prior written consent and review of the specific display, Conduit may identify Customer by name and logo in Conduit's marketing materials as a customer of the Service.

12. General Terms

12.1 Entire Agreement

This Agreement (including the Order Form, these Standard Terms, and any attached exhibits) is the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings. Any terms in a Customer purchase order or vendor portal are rejected and have no effect.

12.2 Governing Law & Disputes

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law principles. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Delaware. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm arising from a breach of Section 10 (Confidentiality) or infringement of intellectual property rights.

12.3 Modifications to Agreement

Any modification to this Agreement requires a written amendment signed by authorized representatives of both parties, except as provided in Section 13 (Changes to These Terms).

12.4 Assignment

Neither party may assign this Agreement without the other's prior written consent, except that either party may assign without consent in connection with a merger, acquisition, change of control, or sale of all or substantially all of its assets. Any prohibited assignment is void. This Agreement binds permitted successors and assigns.

12.5 Force Majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, war, pandemics, terrorism, or widespread internet or utility failures ("Force Majeure Events"). This section does not excuse Customer's obligation to pay fees.

12.6 Notices

Notices must be in writing and sent to the address on the Order Form. Notices are effective upon confirmed delivery by email, or two business days after sending by overnight courier or certified mail.

12.7 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship.

12.8 Severability & Waiver

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions continue in full force. A party's failure to enforce any provision is not a waiver of its right to enforce it later.

12.9 Export Controls

Customer will not export or re-export the Service in violation of US export control laws or regulations. Customer represents that it is not located in, or a national of, any country subject to US trade embargo, and is not on any US government restricted-party list.

12.10 Anti-Bribery

Each party will comply with all applicable anti-bribery and anti-corruption laws, including the US Foreign Corrupt Practices Act and the UK Bribery Act 2010.

12.11 Beta Features

Conduit may offer access to pre-release or beta features at its discretion. Beta features are provided "AS IS" without warranty and the warranty in Section 6.3 does not apply to them. Conduit may modify or discontinue beta features at any time.

12.12 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors. There are no third-party beneficiaries.

12.13 Counterparts

This Agreement may be signed in counterparts, including electronically. Each counterpart is an original and all counterparts together constitute one binding agreement.

13. Changes to These Terms

Conduit may update these Standard Terms from time to time. For changes that are non-material (such as clarifications, formatting corrections, or updates required by law), Conduit may make the changes effective immediately by posting the updated terms at www.getconduit.ai/terms and updating the version date.

For changes that are material and adverse to Customer (such as changes to liability caps, indemnification obligations, or termination rights), Conduit will provide at least 30 days' prior written notice (by email to Customer's notice address or by posting a prominent notice in the Service). If Customer objects to a material adverse change, Customer may terminate the affected Order Form without penalty by providing written notice to Conduit within the 30-day notice period, and Conduit will refund any prepaid fees for the unused Subscription Period. Continued use of the Service after the effective date of any change constitutes acceptance.

Conduit maintains a version history of these Standard Terms at www.getconduit.ai/terms/history. The version in effect at the time of Order Form execution governs that Order Form unless both parties agree otherwise.

14. Definitions

"Agreement" means the applicable Order Form together with these Standard Terms and any incorporated exhibits or attachments.

"Confidential Information" means any information disclosed by one party to the other in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer Content and the terms of this Agreement are Confidential Information. Conduit's non-public product roadmap, pricing, and technical architecture are Conduit's Confidential Information.

"Customer Content" means data, information, and materials submitted by or on behalf of Customer or its Users to the Service.

"Documentation" means Conduit's usage guides, help articles, and technical materials for the Service, as made available at help.getconduit.ai or otherwise provided to Customer.

"Feedback" means suggestions, ideas, or comments about the Service or related offerings.

"Fees" means the amounts payable as set forth in the Order Form.

"Force Majeure Event" means an unforeseen event outside a party's reasonable control, including natural disasters, war, pandemic, riot, terrorism, or widespread utility or internet failure, where the affected party took reasonable steps to mitigate the impact.

"GDPR" means EU Regulation 2016/679, as implemented in relevant EU member states and as incorporated into UK law under the UK European Union (Withdrawal) Act 2018.

"Order Date" means the date of last signature (or electronic acceptance) on the applicable Order Form.

"Order Form" means a signed or electronically accepted ordering document that references these Standard Terms and sets out the commercial terms for a specific subscription.

"Prohibited Data" means: (a) protected health information under HIPAA; (b) payment card data subject to PCI DSS requirements; (c) government-issued identification numbers (e.g., Social Security numbers, driver's license numbers); (d) special categories of personal data as defined under the GDPR; and (e) similar categories of sensitive personal information regulated by applicable law.

"Service" means Conduit's cloud-based dock, yard, and gate management platform, including all associated software, APIs, and Documentation, as described in the applicable Order Form.

"Subscription Period" means the duration of Customer's access to the Service as specified in the Order Form.

"Usage Data" means aggregated, de-identified data about the provision, use, and performance of the Service.

"User" means any individual authorized by Customer to access or use the Service under Customer's account.

Conduit Software Inc  |  2261 Market Street #5097, San Francisco, CA 94114  |  [email protected]