Master Software-as-a-Service Agreement

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This Master Software-as-a-Service Agreement (this “Agreement”) is entered into as of the date of the last signature below (the “Effective Date”) by and between CB Investment Holdings, LLC, a Texas limited liability company, doing business as Novix IQ (“Novix IQ,” “we,” “us,” or “our”), and the customer identified on the applicable Sales Order (“Customer” or “you”). Novix IQ and Customer are each a “Party” and together the “Parties.”

This Agreement governs Customer’s access to and use of the Novix IQ software platform and related services. By signing a Sales Order that references this Agreement, Customer agrees to be bound by this Agreement.

1. Definitions

1. 1.1“Authorized Users” means Customer’s employees and contractors whom Customer permits to use the Service, each under a unique credential.
2. 1.2“Customer Data” means the data that Customer or its Authorized Users submit to, or that the Service generates for Customer through, the Service, including invoices, packing lists and other source documents; gate, yard, visitor and inspection records; photographs and images, including identification and security-seal images; carrier, driver, vehicle and unit records; compliance and security-program records; and generated output files.
3. 1.3“Documentation” means the user guidance Novix IQ makes available for the Service.
4. 1.4“Platform” or “Software” means the Novix IQ hosted software application, its extractor profiles, validation logic, rule and assessment engines, and all related technology, in each case as updated from time to time.
5. 1.5“Sales Order” means an ordering document executed by the Parties that references this Agreement and sets out the products ordered, fees, term, and other commercial terms.
6. 1.6“Service” means Novix IQ’s provision of access to the Platform and the related support described in this Agreement and the applicable Sales Order.
7. 1.7“Term” has the meaning in Section 7.1.

2. The Service and License Grant

2.1 License grant. Subject to Customer’s compliance with this Agreement and payment of all fees, Novix IQ grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Service and Documentation solely for Customer’s internal business operations, up to any limits stated in the applicable Sales Order.

2.2 The software is licensed, not sold. Nothing in this Agreement transfers to Customer any ownership interest in the Platform, the Software, or any Novix IQ intellectual property. Customer receives only the limited right of access expressly granted in Section 2.1. See Section 9.

2.3 Restrictions. Customer will not, and will not permit any third party to: (a) copy, modify, or create derivative works of the Platform; (b) reverse engineer, decompile, or attempt to derive the source code or underlying structure of the Platform, except to the extent this restriction is prohibited by applicable law; (c) sublicense, resell, rent, lease, or provide the Service to any third party, or use it on a service-bureau basis; (d) remove or obscure any proprietary notices; or (e) use the Service to build a competing product or service.

2.4 Authorized Users. Customer is responsible for its Authorized Users’ compliance with this Agreement and for all activity under their credentials. Credentials may not be shared.

2.5 Changes to the Service. Novix IQ may update or modify the Service from time to time, provided it does not materially degrade the core functionality Customer has ordered during the then-current Term.

3. Sales Orders and Additional Products

3.1 Sales Orders. Each purchase of the Service is made under a Sales Order that incorporates this Agreement. This Agreement controls over any conflicting term in a Sales Order, except where the Sales Order expressly states that it overrides a specified section of this Agreement for that order only.

3.2 Additional software and modules. Any additional software, module, or product beyond that in an existing Sales Order is ordered under a separate Sales Order and is billed separately. Except as provided in Section 3.3 (which extends the committed term of existing Sales Orders when a Module is added), adding a new Sales Order does not modify, reduce, or otherwise affect the pricing or scope of any existing Sales Order.

3.3 Co-termination on the addition of a Module.

(a) Definitions. A “Module” is an addition that the Sales Order or amendment adding it identifies as a Module and that meets all three of the following: it delivers a distinct business process that Customer could order on its own; it carries its own recurring fee; and it requires its own configuration. An addition that the Sales Order does not identify as a Module, or that does not meet all three, is a “Feature”. A Feature includes any enhancement or customization to functionality already ordered, additional importer profiles, additional users, additional storage or AI capacity, training hours, and customization hours. Where an order does not state which it is, the addition is a Feature. Exhibit D illustrates how this Section is applied and is not an exhaustive list of either category.

(b) Effect. On the effective date of a Sales Order or amendment adding a Module, the remaining committed term of each then-active Sales Order is rounded up to the next whole multiple of twelve (12) months, and that period runs from the effective date. All active Sales Orders then share that common termination date. To that extent, and to that extent only, the new Sales Order supersedes the committed term dates, including any stated commencement and termination dates, stated in each earlier Sales Order; all other terms of each earlier Sales Order, including its rates, remain in force. Adding a Feature does not change any committed term.

(c) Election of a longer term. If Customer elects a committed term for the added Module that extends beyond the date determined under (b), all active Sales Orders are extended to, and share, that later date.

(d) No re-rating. The rates stated in each existing Sales Order continue to apply to the scope ordered under it through the extended term and are not recalculated.

(e) Pricing of the added Module. Fees for a newly added Module are at Novix IQ’s then-current undiscounted rates for the co-terminated period, unless Customer elects a committed term for that Module under (c), in which case the rates for the elected term apply.

(f) Restatement in the Sales Order is a condition. Each Sales Order adding a Module must identify the addition as a Module, state the resulting common termination date, and confirm that the rates in existing Sales Orders are unchanged. If a Sales Order does not do all three, the addition is a Feature for the purposes of this Agreement, and no committed term is extended.

3.4 Incorporated documents and order of precedence. The following are incorporated into this Agreement by reference: (a) each Sales Order executed by the Parties; (b) the Novix IQ Data Processing Addendum, currently available at https://novix-iq.com/dpa; (c) the Novix IQ Privacy Policy, currently available at https://novix-iq.com/privacy; and (d) the Exhibits to this Agreement. Where a conflict exists, the order of precedence is: (1) the applicable Sales Order, but only where that Sales Order expressly states that it overrides a specified section of this Agreement for that order; (2) this Agreement; (3) the Data Processing Addendum, which controls over this Agreement solely as to the processing of personal data; (4) the Exhibits; and (5) the Privacy Policy.

3.5 Changes to incorporated online documents. Novix IQ may update the Data Processing Addendum and the Privacy Policy from time to time. Novix IQ will give Customer at least thirty (30) days’ advance written notice of any change that materially and adversely affects Customer’s rights. If Customer objects to such a change within that notice period, Customer may terminate the affected Sales Order on written notice, and Section 7.5 does not apply to a termination made under this Section.

4. Implementation, Customization, and Professional Services

4.1 Implementation. Novix IQ will configure and deploy the Service and provide the implementation and training described in the applicable Sales Order.

4.2 Customization. Any customization of the Software requested by Customer is scoped and quoted in advance and, once approved in writing, is billed on a time-and-materials basis at $125 per hour, unless a different rate is stated in a Sales Order. All customizations, enhancements, and derivative works remain the exclusive property of Novix IQ under Section 9, and Customer receives only the license in Section 2.1 to use them.

4.3 Interim service during build. Where a Sales Order provides that service begins by email or other manual means while the application is being built, Novix IQ will process Customer’s operations during that period and will retain the resulting materials for loading into the application at go-live, as described in the Sales Order.

5. Support

5.1 Support. Novix IQ provides user support during its normal business hours, 8:00 a.m. to 5:00 p.m. Central Time, Monday through Friday, excluding holidays. Novix IQ will use commercially reasonable efforts to respond to support requests promptly. Novix IQ does not provide 24x7 support unless expressly stated in a Sales Order.

6. Fees, Invoicing, Payment, and Taxes

6.1 Fees. Customer will pay the fees stated in each Sales Order. Except as expressly stated in this Agreement, fees are non-cancelable and non-refundable.

6.2 Billing commencement. Unless a Sales Order states otherwise, the one-time implementation fee is invoiced on signing, and recurring fees (subscription, storage, and AI exception help) begin on signing because the Service commences at that time. The committed term stated in the Sales Order begins to run at go-live, as described in the Sales Order and Section 7.

6.3 Invoicing and payment. Novix IQ invoices by email to the address on file. Unless a Sales Order states otherwise, each invoice is due on the first day of the calendar month to which it relates. If that day is not a business day, payment is due on the next business day, and that adjusted date is the due date for all purposes under this Agreement. For purposes of this Agreement, a “business day” is a day other than a Saturday, Sunday, or a legal holiday recognized by the federal government of the United States or the State of Texas. Novix IQ may issue an invoice in advance of its due date. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. An invoice is delinquent if not paid within ten (10) days after its due date. Interest accrues from the due date, and accrued interest together with any collection charges under Section 6.3.1 may be billed on a subsequent invoice.

6.3.1 Collection charge. In addition to interest under Section 6.3, Customer will pay a collection charge of twenty-five dollars ($25.00) for each written delinquency notice Novix IQ issues in respect of a delinquent invoice, up to three (3) such notices per invoice. This charge compensates Novix IQ for the administrative cost of collection activity and is not compensation for the use, forbearance, or detention of money. Amounts paid under this Section are credited against any amounts recovered under Section 6.7.

6.4 Taxes. Fees are exclusive of all taxes. Customer is responsible for all sales, use, excise, gross receipts, value-added, goods and services, and similar taxes, levies, and duties, however denominated, imposed by any taxing authority in any jurisdiction in connection with this Agreement or with Customer’s use of the Service, including any tax imposed by the jurisdiction from which Customer operates or in which Customer receives the benefit of the Service. Customer’s responsibility excludes only taxes based on Novix IQ’s net income.

6.4.1 Collection versus self-assessment. Where Novix IQ is required to collect a tax, that tax is added to the fees and separately stated on the invoice. Where a tax is imposed on Customer by Customer’s own jurisdiction, whether by self-assessment, reverse charge, or any similar mechanism, Customer is responsible for registering, reporting, and paying it directly, and Novix IQ has no obligation to collect, register, report, or remit in that jurisdiction.

6.4.2 Withholding. If Customer is required by law to withhold or deduct any amount from a payment under this Agreement, the amount payable is increased so that Novix IQ receives the full amount it would have received had no withholding or deduction been made. Customer will promptly provide official receipts evidencing any amounts withheld.

6.4.3 Texas. Charges under this Agreement, including the subscription to the Service and any one-time implementation charge, are subject to Texas sales and use tax as applicable, and any such tax is added to the fees and separately stated on each invoice. Customer will provide any exemption or resale certificate it claims before the applicable invoice is issued, and remains responsible for any tax, interest, or penalty assessed if a claimed exemption is later disallowed.

6.4.4 Later assessments. If any taxing authority assesses a tax described in Section 6.4 against Novix IQ on charges for which Novix IQ did not collect that tax, Customer will reimburse Novix IQ for the assessed tax within thirty (30) days of invoice, together with any interest and penalty attributable to Customer’s exemption or resale certificate or to information Customer provided. Novix IQ will give Customer prompt notice of any such assessment and a reasonable opportunity to participate in contesting it.

6.5 Separation of consulting services. The Service is software only. Any consulting or advisory services are provided separately by CB Strategic Advisors (a d/b/a of CB Investment Holdings, LLC) under a separate agreement and invoice, and are not part of this Agreement, are priced separately, and are taxed according to their own nature. See Section 17.

6.6 Suspension for non-payment. See Section 16.

6.7 Costs of collection. Customer will reimburse Novix IQ’s reasonable costs of collecting any past-due amount, including collection agency fees, court costs, arbitration fees, and reasonable attorneys’ fees.

6.8 Credit card payments. Customer may pay by credit card. Payments by credit card are subject to a surcharge equal to the lesser of three percent (3.0%) of the invoiced amount or Novix IQ’s actual cost of card acceptance, which will be separately stated on the invoice. No surcharge applies to payment by ACH, check, wire, or debit card. Novix IQ applies the surcharge only to the extent permitted by applicable law and card network rules.

6.9 Savings clause. No provision of this Agreement requires the payment of interest, or of any charge deemed to be interest, in excess of the maximum rate permitted by applicable law. If any amount charged or collected is determined to exceed that maximum, the excess is deemed a reduction of the principal amount owed rather than interest, or, if already collected, will be refunded to Customer.

7. Term and Termination

7.1 Term. This Agreement begins on the Effective Date and continues while any Sales Order is in effect. The committed term of each Sales Order is stated in that Sales Order and, subject to Section 3.3 (Co-termination), begins at go-live.

7.2 Renewal. EACH SALES ORDER AUTOMATICALLY RENEWS. Unless a Sales Order states otherwise, each Sales Order automatically renews for successive twelve (12) month terms at Novix IQ’s then-current undiscounted list rates for a twelve (12) month term, unless either Party gives written notice of non-renewal no later than ninety (90) days before the end of the then-current term (as that term may have been extended under Section 3.3). Novix IQ will send Customer a renewal reminder no earlier than one hundred fifty (150) and no later than one hundred twenty (120) days before the end of the then-current term, stating the renewal rates and the non-renewal deadline.

7.3 Termination for cause. Either Party may terminate this Agreement or an affected Sales Order if the other Party materially breaches and fails to cure within thirty (30) days after written notice. Novix IQ may terminate if Customer fails to pay undisputed amounts within fifteen (15) days after written notice of non-payment.

7.3.1 Material breach by Customer. Without limiting what may constitute a material breach, each of the following is a material breach by Customer: (a) failure to pay undisputed amounts when due, subject to Section 7.3; (b) any act prohibited by Section 2.3, including reverse engineering, sublicensing, resale, service-bureau use, or use of the Service to build a competing product or service; (c) permitting access by anyone other than an Authorized User, or sharing credentials, contrary to Section 2.4; (d) use or disclosure of Novix IQ’s intellectual property outside the license granted in Section 2.1; (e) breach of Section 10 (Confidentiality); or (f) use of the Service in violation of applicable law. Breaches under (b), (d) and (e) are not subject to cure, and Novix IQ may terminate immediately on written notice.

7.3.2 Material breach by Novix IQ. Without limiting what may constitute a material breach, each of the following is a material breach by Novix IQ: (a) breach of Section 10 (Confidentiality); or (b) a material breach of the Data Processing Addendum.

7.4 Effect of termination. On termination, the license in Section 2.1 ends and Customer will stop using the Service. Termination does not relieve Customer of the obligation to pay amounts accrued before termination. Sections that by their nature should survive (including Sections 6, 8, 9, 10, 11, 12, 13, 14, 15, 17, 21, 22, and 23) survive termination. Section 10 survives for the period stated in Section 10.4, and Section 15 for the period stated in Section 15.1.

7.5 Early termination of a committed term. The committed term stated in a Sales Order is firm. If a Sales Order terminates before the end of its committed term for any reason other than those stated in the final sentence of this Section, the fees for all remaining months of that committed term become immediately due and payable at the rates stated in that Sales Order. Fees are not recalculated or re-rated on early termination, and Customer remains responsible for the full contracted amount of the committed term. Any preferential (longer-term) pricing stated in a Sales Order is consideration for the committed term. For a Sales Order whose committed term was extended under Section 3.3, the amount payable under this Section is measured against the months remaining in that Sales Order’s committed term immediately before the extension. Amounts payable under this Section are fees for the Service and are subject to Section 6.4. This Section does not apply where Customer terminates for Novix IQ’s uncured material breach under Section 7.3, where Customer terminates under Section 3.5 following a materially adverse change to an incorporated online document, or where Section 7.6 applies.

7.6 Excused early termination. Section 7.5 does not apply where Customer terminates a Sales Order because (a) Customer has become the subject of a voluntary or involuntary bankruptcy or insolvency proceeding that is not dismissed within sixty (60) days, or (b) a Force Majeure Event under Section 19 has prevented Customer from conducting its ordinary business operations for more than ninety (90) consecutive days. In either case Customer remains responsible for all amounts accrued before the effective date of termination.

8. Customer Data, Data Return, and Data Removal

8.1 Ownership. As between the Parties, Customer owns all right, title, and interest in and to Customer Data. Customer grants Novix IQ a non-exclusive right to host, process, transmit, and display Customer Data solely to provide and support the Service and as otherwise permitted by this Agreement.

8.2 Retention. Novix IQ retains Customer Data and generated output for the retention period stated in the Sales Order (for customs records, five (5) years consistent with 19 C.F.R. § 163).

8.3 Data return (export). During the Term and for thirty (30) days after termination, Novix IQ will make Customer Data available to Customer for export in a commercially reasonable electronic format at no additional charge. After that period, Novix IQ may delete Customer Data in the ordinary course. Export under this Section is provided at no charge and does not include delivery on physical media, chain-of-custody handling, or a certificate of destruction. Those are available only under Section 8.4.

8.4 Certified data removal (optional service). If Customer requests certified removal of Customer Data from Novix IQ’s active systems and backups (a “Data Removal”), the following apply.

(a) Fee. Customer will pay a one-time Data Removal Fee of $5,500.

(b) Customer’s obligations. Customer will provide, at its own cost, (i) a storage device or media of sufficient capacity to hold the complete Customer Data set and in the format Novix IQ specifies at the time of the request (a “Conforming Device”), and (ii) prepaid, trackable return shipping for delivery of the device to Customer. Novix IQ will encrypt the Customer Data written to the device and will provide the decryption key to Customer by separate means. Risk of loss or damage to the device in transit in either direction is Customer’s, and Novix IQ’s delivery obligation is discharged on tender of the device to the carrier. If a device is not a Conforming Device, or fails on write, Novix IQ will notify Customer within five (5) business days after receipt and Customer will provide a replacement at its own cost.

(c) Delivery, removal, and the certificate. Novix IQ will deliver the data to that device and then remove the Customer Data from its active systems within forty-five (45) days after the later of (i) Customer’s payment of the Data Removal Fee in full and (ii) Novix IQ’s receipt of a Conforming Device together with prepaid return shipping, will allow the Customer Data to expire from backups in the ordinary backup rotation, and will provide a certificate of destruction on completion of that rotation. No period under this Section begins, and Novix IQ has no obligation to deliver, remove, or certify the removal of Customer Data, until both of those conditions are satisfied. Receipt of a device that is not a Conforming Device does not begin any period under this Section. Novix IQ provides a certificate of destruction only under this Section and only following payment of the Data Removal Fee.

(d) Data Novix IQ must preserve. Removal excludes any Customer Data that Novix IQ is required by law, regulation, legal hold, or valid legal process to preserve. Novix IQ will identify any such data in the certificate of destruction and will remove it promptly after the preservation requirement lapses, at no additional charge. The Data Removal Fee is not reduced or refunded on account of data excluded under this paragraph.

(e) Lapse and reinstatement. If Novix IQ has not received a Conforming Device together with prepaid return shipping within one hundred twenty (120) days after Customer pays the Data Removal Fee, the Data Removal request is deemed withdrawn. The Data Removal Fee is non-refundable. If Customer submits a further request for certified removal within one hundred eighty (180) days after that payment, Novix IQ will credit the Data Removal Fee, and the expedited fee if one was paid, against that further request, and Customer will pay a reinstatement fee of five hundred dollars ($500.00) covering the cost of re-scoping, re-extracting, and re-verifying the data set. A request submitted more than one hundred eighty (180) days after that payment is a new request, to which the Data Removal Fee then in effect applies in full and against which no credit is available. Novix IQ has no obligation to preserve Customer Data during any period in which a request is withdrawn under this paragraph or is pending reinstatement. Deletion, expiry, and retention schedules continue to operate in the ordinary course, including under Section 8.3, the Data Processing Addendum, and any applicable legal retention requirement. Removal performed on a reinstated request applies only to Customer Data then remaining in Novix IQ’s systems, and the certificate of destruction covers only that data.

(f) Relationship to standard export. Certified Data Removal is an optional service. It does not affect Customer’s right under Section 8.3 to export Customer Data at no charge in a commercially reasonable electronic format. The Data Removal Fee is consideration for the additional services described in this Section, including delivery on physical media, chain of custody, removal from backups, and the certificate of destruction.

(g) Expedited service. If Customer requests completion of the delivery and removal from Novix IQ’s active systems in fewer than thirty (30) days after the trigger in paragraph (c), and Novix IQ accepts that request in writing, Customer will pay an additional expedited fee of one thousand five hundred dollars ($1,500.00), payable together with the Data Removal Fee. Expedited service applies only to delivery of the data and removal from active systems; expiry from backups and issuance of the certificate of destruction follow the ordinary backup rotation under paragraph (c) in all cases. If Novix IQ accepts an expedited request and does not complete delivery and active-systems removal within the agreed period for reasons other than Customer’s delay, Novix IQ will refund the expedited fee. Novix IQ is not obligated to accept an expedited request.

8.5 Security. Novix IQ maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data, as further described in Section 11.

9. Intellectual Property and Reservation of Rights

9.1 Novix IQ ownership. Novix IQ and its licensors own and retain all right, title, and interest in and to the Service, the Platform, the Software, the extractor profiles, the validation logic, the Documentation, the Novix IQ name and marks, and all intellectual property rights in any of the foregoing, including all modifications, enhancements, and customizations. No ownership is transferred to Customer. All rights not expressly granted are reserved to Novix IQ.

9.2 Customer’s license only. Customer’s sole rights in the Service are the limited access rights in Section 2.1. The Software is licensed, not sold.

9.3 Feedback. If Customer provides suggestions or feedback about the Service, Novix IQ may use it without restriction or obligation, and Customer assigns to Novix IQ all rights in such feedback.

9.4 Aggregated and de-identified data. Novix IQ may collect and use aggregated, de-identified usage and performance data that does not identify Customer or any individual to operate, improve, and secure the Service. Novix IQ will not construct such data so as to identify Customer or to permit re-identification of Customer, and will not disclose it in a form that identifies Customer.

10. Confidentiality

10.1 Definition. “Confidential Information” means non-public information disclosed by one Party (“Discloser”) to the other (“Recipient”) that is marked or reasonably understood to be confidential, including the terms of this Agreement, Customer Data, and Novix IQ’s non-public technology and pricing.

10.2 Obligations. Recipient will use Confidential Information only to perform under this Agreement, will protect it with at least reasonable care, and will not disclose it except to its personnel and advisors who need to know and are bound by confidentiality obligations. Recipient may disclose Confidential Information if required by law, giving reasonable notice where permitted.

10.3 Exclusions. Confidential Information does not include information that is or becomes public without breach, was known without duty of confidentiality, is independently developed, or is rightfully received from a third party.

10.4 Duration. Recipient’s obligations under this Section 10 continue during the Term and for five (5) years after termination or expiration of this Agreement, subject to the following two exceptions. First, information that constitutes a trade secret under applicable law remains protected under this Section 10 for as long as it continues to qualify as a trade secret. Second, Customer Data remains subject to this Section 10 for as long as Novix IQ retains it, including for the duration of any data retention period ordered under a Sales Order and any period during which Novix IQ is required to retain it by law.

11. Data Protection, Security, and Subprocessors

11.1 Security program. Novix IQ maintains an information-security program with administrative, technical, and physical controls appropriate to the nature of the Service and the Customer Data it processes.

11.2 Subprocessors. Novix IQ uses third-party service providers (“Subprocessors”) to help provide the Service, including hosting, storage, authentication, error monitoring, artificial intelligence features, transactional email, electronic signature, off-site backup, build automation, and, where applicable, transcription. The current Subprocessors are listed in Exhibit C. Novix IQ remains responsible for its Subprocessors’ performance of the obligations in this Section.

11.3 Error monitoring and personal data minimization. Where Novix IQ uses an error-monitoring Subprocessor (currently Sentry), Novix IQ scrubs personal data from error reports before transmission to the extent commercially reasonable.

11.4 Breach notification. Novix IQ will notify Customer without undue delay after confirming a security breach affecting Customer Data and will provide information reasonably necessary for Customer to meet its own notice obligations.

11.5 Data protection addendum. The Novix IQ Data Processing Addendum incorporated under Section 3.4 governs Novix IQ’s processing of personal data on Customer’s behalf, including the subprocessor list at Exhibit C. Where applicable law requires a further or different addendum, the Parties will execute one. For Customers subject to HIPAA, Exhibit B (Business Associate Addendum) applies only when Novix IQ creates, receives, maintains, or transmits Protected Health Information on Customer’s behalf; otherwise Exhibit B is inapplicable.

12. WARRANTIES AND DISCLAIMER

12.1 Mutual. Each Party represents that it has the authority to enter into this Agreement.

12.2 Service. Novix IQ warrants that it will provide the Service in a professional and workmanlike manner and that the Service will perform materially in accordance with the Documentation during the Term. Customer’s exclusive remedy for breach of this warranty is that Novix IQ will use commercially reasonable efforts to correct the non-conformity, and if it cannot do so within a reasonable time, Customer may terminate the affected Sales Order and receive a pro-rata refund of prepaid, unused fees for that order.

12.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS IS,” AND NOVIX IQ DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NOVIX IQ DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THE SERVICE IS A TOOL THAT SUPPORTS, AND DOES NOT REPLACE, CUSTOMER’S RESPONSIBILITY FOR THE ACCURACY AND LAWFULNESS OF ITS CUSTOMS FILINGS, ITS SAFETY, SECURITY AND COMPLIANCE DETERMINATIONS, AND ITS BUSINESS RECORDS.

13. LIMITATION OF LIABILITY

13.1 Exclusion of indirect damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

13.2 Cap. EXCEPT FOR THE EXCLUDED CLAIMS BELOW, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO NOVIX IQ UNDER THE APPLICABLE SALES ORDER IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

13.3 Excluded claims. The exclusions and cap in Sections 13.1 and 13.2 do not apply to: (a) Customer’s payment obligations, including the Data Removal Fee; (b) Customer’s indemnification obligations under Section 14.2; (c) either Party’s breach of confidentiality; or (d) Customer’s infringement or misuse of Novix IQ’s intellectual property. Novix IQ’s indemnification obligations under Section 14.1 are subject to the cap in Section 13.2 and will not exceed the fees paid by Customer to Novix IQ in the twelve (12) months before the event giving rise to the claim. Novix IQ’s indemnification obligations under Section 14.4 are not subject to the cap in Section 13.2 and are instead subject to the separate cap in Section 13.4.

13.4 Security breach cap. EXCEPT FOR THE EXCLUDED CLAIMS IN SECTION 13.3, NOVIX IQ’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM A SECURITY BREACH OF CUSTOMER DATA, INCLUDING UNDER SECTION 14.4, WILL NOT EXCEED TWO (2) TIMES THE FEES PAID BY CUSTOMER TO NOVIX IQ UNDER THE APPLICABLE SALES ORDER IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THIS CAP IS SEPARATE FROM, AND NOT IN ADDITION TO, THE CAP IN SECTION 13.2.

14. INDEMNIFICATION

14.1 By Novix IQ. Novix IQ will defend Customer against third-party claims that the Service, as provided by Novix IQ and used in accordance with this Agreement, infringes a United States intellectual property right, and will indemnify Customer for resulting damages finally awarded. Novix IQ has no obligation for claims arising from Customer Data, Customer’s combination of the Service with other products, or Customer’s use in breach of this Agreement.

14.2 By Customer. Customer will defend Novix IQ against third-party claims arising from Customer Data or Customer’s use of the Service in breach of this Agreement or applicable law, and will indemnify Novix IQ for resulting damages finally awarded.

14.3 Procedure. The indemnified Party will give prompt notice, allow the indemnifying Party to control the defense, and cooperate reasonably. No settlement that imposes liability or admission on the indemnified Party is effective without its consent.

14.4 By Novix IQ for a security breach of Customer Data. Novix IQ will defend Customer against third-party claims, and will indemnify Customer for damages finally awarded and for Customer’s reasonable and documented costs of notification to affected individuals and regulators where notification is required by law, in each case to the extent arising from a security breach of Customer Data in Novix IQ’s possession or control that is caused by Novix IQ’s failure to meet its obligations under Section 11.1. Novix IQ has no obligation under this Section to the extent the breach arises from the content of Customer Data, from the acts or omissions of Customer or an Authorized User, from credentials compromised other than through Novix IQ’s failure, or from Customer’s use of the Service in breach of this Agreement. THIS SECTION 14.4 STATES NOVIX IQ’S ENTIRE LIABILITY, AND CUSTOMER’S EXCLUSIVE REMEDY, FOR ANY SECURITY BREACH OF CUSTOMER DATA, AND SECTION 13.3(c) DOES NOT OPERATE TO REMOVE SUCH A BREACH FROM THE CAP STATED IN SECTION 13.4.

15. Non-Solicitation

15.1 Mutual non-solicitation. During the Term and for twelve (12) months afterward, neither Party will knowingly solicit for employment or engagement any employee or contractor of the other Party who was directly involved in this engagement, without the other Party’s written consent. General solicitations not targeted at such persons, and responses to them, are not a breach.

16. Suspension

16.1 Suspension. Novix IQ may suspend the Service if an invoice is delinquent under Section 6.3 and remains unpaid after written notice, or if Customer’s use poses a security risk or violates law or this Agreement. Novix IQ will restore the Service promptly after the cause is resolved. Suspension does not relieve Customer of its payment obligations.

17. Relationship to CB Strategic Advisors Consulting Services

17.1 Separate offerings. Novix IQ provides software. CB Strategic Advisors, a d/b/a of CB Investment Holdings, LLC, separately provides consulting and advisory services under its own engagement documents and invoices. Software and consulting are distinct offerings, separately contracted, separately priced, and separately taxed. Nothing in this Agreement obligates Customer to purchase consulting services, and nothing in a consulting engagement modifies this Agreement.

17.2 Customer reference. Customer grants Novix IQ a non-exclusive, revocable right to identify Customer by name and logo as a customer of Novix IQ on its website, in customer lists, and in sales materials, in each case using Customer’s then-current trademark guidelines. Any case study, testimonial, or quotation attributed to Customer requires Customer’s prior written approval. Customer may revoke this right on thirty (30) days’ written notice. This Section is an exception to Section 10.

17.3 Mutual non-disparagement. During the Term and for two (2) years afterward, neither Party will make, or authorize any third party to make on its behalf, a public statement that disparages the other Party or that Party’s products, services, or personnel. This Section does not restrict, and nothing in it may be read to restrict: (a) truthful statements made in response to a subpoena, a court or arbitral order, or a regulatory or law-enforcement inquiry; (b) truthful statements made in enforcing rights or defending claims under this Agreement, including collection of amounts owed; (c) truthful statements required by applicable law or by a professional or regulatory obligation, including a licensed customs broker’s obligations to U.S. Customs and Border Protection; (d) good-faith communications between a Party and its own personnel, advisors, insurers, or auditors; or (e) a Party’s truthful description of whether a commercial relationship exists or has ended. Nothing in this Section requires either Party to make a statement it believes to be untrue, or to withhold a truthful statement it is legally obligated to make. A breach of this Section is subject to the exclusions and cap in Sections 13.1 and 13.2 and is not an excluded claim under Section 13.3.

18. Compliance with Laws

18.1 Each Party will comply with the laws applicable to its performance under this Agreement. Customer is responsible for its use of the Service and the output in its regulatory filings and records, including customs and trade compliance.

19. Force Majeure

19.1 Neither Party is liable for a failure or delay caused by events beyond its reasonable control, including acts of God, outages of third-party infrastructure, labor disputes, and governmental actions, provided the affected Party uses reasonable efforts to mitigate. Payment obligations are not excused, except as provided in Section 7.6.

20. Assignment

20.1 Neither Party may assign this Agreement without the other’s prior written consent, except that Novix IQ may assign this Agreement, in whole or in part, to an affiliate or to a successor in connection with a reorganization, merger, sale of assets, or the transfer of the Novix IQ business or brand (including to a subsidiary or affiliated entity of CB Investment Holdings, LLC), without consent. This Agreement binds and benefits the Parties and their permitted successors and assigns.

21. Notices

21.1 Notices must be in writing and sent to the addresses on the Sales Order, by email with confirmation or by a recognized courier. Notices to Novix IQ: CB Investment Holdings, LLC d/b/a Novix IQ, 6040 Surrey Ln, Brownsville, TX 78526, Attn: Carlos A. Buentello, legal@novix-iq.com.

22. Governing Law, Venue, and Dispute Resolution

22.1 Governing law. This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws rules.

22.2 Venue. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Cameron County, Texas, for any dispute not subject to Section 22.3.

22.3 Dispute resolution. Except as provided below, any dispute arising out of or relating to this Agreement will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Cameron County, Texas. Judgment on the award may be entered in any court of competent jurisdiction. Either Party may seek temporary or preliminary injunctive relief in the courts identified in Section 22.2 to protect its intellectual property or Confidential Information, without waiving this Section. Each Party waives any right to a trial by jury. The prevailing Party in any arbitration or court proceeding under this Section is entitled to recover its reasonable attorneys’ fees and costs.

23. General

23.1 Entire agreement. This Agreement, together with the Sales Orders and Exhibits, is the entire agreement on its subject matter and supersedes prior discussions. In case of conflict, Section 3.1 governs precedence.

23.2 Amendment; waiver. Any amendment must be in a writing signed by both Parties. A waiver is effective only if in writing.

23.3 Severability. If a provision is unenforceable, it is modified to the minimum extent necessary, and the rest remains in effect.

23.4 Independent contractors. The Parties are independent contractors. This Agreement creates no partnership, agency, or joint venture.

23.5 Counterparts and electronic signature. This Agreement may be signed in counterparts and by electronic signature, each of which is an original and together one instrument.

23.6 No third-party beneficiaries. There are no third-party beneficiaries, except that CB Strategic Advisors and CB Investment Holdings, LLC affiliates may enforce Sections 9 and 17.

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Signatures

By signing below, each Party agrees to this Agreement as of the Effective Date.

NOVIX IQ

CB Investment Holdings, LLC d/b/a Novix IQ

Signature: ____________________________ Date: __________

Name: Carlos A. Buentello

Title: Chief Executive Officer

CUSTOMER

TCS Brokerage, LLC

Signature: ____________________________ Date: __________

Name: Martha Alicia Davila

Title: Licensed U.S. Customs Broker

Exhibit A: Form of Sales Order

Sales Orders are executed in the Novix IQ sales-order form, which references this Agreement and sets out the products ordered, the plan and term elected, fees, storage, AI exception help, billing commencement, go-live, co-termination, and signatures. The initial Sales Order for a Customer is attached at execution.

Exhibit B: HIPAA Business Associate Addendum

Reserved. Not Applicable. Customer does not provide Protected Health Information to the Service. This Exhibit is reserved for Customers subject to HIPAA.

Exhibit C: Subprocessors

The following third-party Subprocessors support the Service. This list is reconciled to Annex 3 of the Novix IQ Data Processing Addendum incorporated under Section 3.4; where the two differ, the Data Processing Addendum controls. Novix IQ will update this list and give advance notice of changes as described in that addendum. Some applications do not use every Subprocessor listed.

• Cloudflare, Inc. (United States). Application hosting, content delivery, security, file and object storage, document generation, and artificial intelligence inference for in-product image recognition features, where enabled by the Customer.
• Backblaze, Inc. (United States). Off-site encrypted backup of stored files.
• GitHub, Inc. (United States). Build automation and generation of encrypted database backups.
• Supabase, Inc. (United States). Application database and user authentication.
• Neon, LLC (a Databricks, Inc. company) (United States). Operator control plane database for platform administration and support.
• Functional Software, Inc. (Sentry) (United States). Application error monitoring and diagnostics; personal data is scrubbed before transmission.
• Anthropic, PBC (United States). Artificial intelligence features, where enabled by the Customer.
• AssemblyAI, Inc. (United States). Speech-to-text transcription, where enabled by the Customer.
• Resend (Plus Five Five, Inc.) (United States). Transactional email delivery.
• SignWell (Sign LLC) (United States). Electronic signature of documents, where used.

Separately, certain applications query third-party reference services that do not process Customer Personal Data on Novix IQ’s behalf. Those services are identified in the Data Processing Addendum and are not Subprocessors.

Exhibit D: Modules and Features

This Exhibit illustrates how an addition is classified for the purposes of Section 3.3. It is guidance and example only. It is not an exhaustive list, and the absence of an item from this Exhibit does not make it either a Module or a Feature. Section 3.3(a) states the test that decides the question, and Section 3.3(f) states what a Sales Order adding a Module must do.

The test. An addition is a Module only if the Sales Order or amendment adding it identifies it as a Module and it meets all three limbs of Section 3.3(a): it delivers a distinct business process that Customer could order on its own; it carries its own recurring fee; and it requires its own configuration. An addition that fails any limb, or that the Sales Order does not identify as a Module, is a Feature and does not change any committed term. A Module is available to any Customer whose Sales Order orders it, whichever application it is delivered in.

By way of illustration only, additions of the following kinds have met the test and been offered as Modules: customs and brokerage capture, administration and broker interface; gate, yard and facility operations; an individual regulatory compliance program, such as CTPAT, FMCSA and USDOT, OSHA, SmartWay, GDP (FDA), ISO certifications, or AEO; construction estimating, bidding and subcontractor management; and vendor and supplier document management.

By way of illustration only, additions of the following kinds are Features and do not extend any committed term: user interface and branding customization; additional importer profiles; additional Authorized Users; additional storage capacity; additional AI exception help capacity; FMCSA carrier vetting; OFAC screening; CTPAT certification preparation; training hours; and customization hours.

Consulting and advisory services are not Modules, are not Features, and are not part of the Service. They are provided separately as described in Section 6.5.

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Novix IQ Master SaaS Agreement. Prepared by CB Investment Holdings, LLC d/b/a Novix IQ.