Please complete shipper contract

Both Supplier and Customer together are collectively hereby known as “Party” or “Parties.”
WHEREAS, the Supplier has developed specific (software type) software and web applications that makes it available for customers to integrate with their systems over the Internet;

WHEREAS, the Customer wants to use the Supplier’s applications in its company operations;

WHEREAS, the Supplier agrees to provide said applications to the Customer who agrees to use and pay for Supplier’s services, which are subject to the following terms and conditions:
Definitions Services Subscription services provided by the Supplier to the Customer under this Agreement from the
website www.fivetmsai.com.
Documentation Describes documents made available by Supplier to the Customer at the website www.fivetmsai.com.

The description at said URL sets out the total Services offered by the Supplier and instructions for how to use said Services. Support services policy Includes the support provided by the Supplier in relation to the Services made available at www.fivetmsai.com.

Authorized users
Users that are authorized by the Customer, like independent contractors, agents, or employees, to
use the Services and Documentation.

User subscriptions
The subscription purchased by Customer under this Agreement gives them and their Authorized
Users access to the Services and Documentation.

Customer data
Data inputted by the Customer, Supplier, or Authorized Users. The Supplier may input

Customer
Data on behalf of the Customer for the purpose of using the Services or to facilitate the Customer’s
use of said Services.

Normal business hours
For the purpose of this Agreement, “Normal Business Hours” means (time business opens) to (time
business closes) local Eastern time, Monday through Friday. If the Supplier works on weekends,
these hours do not count as “Normal Business Hours” for the purpose of this Agreement.

Software: The online software applications provided to the Customer by the Supplier as part of its Services.

Virus:
Anything (including software, file, code, or program) that could affect, impair, or prevent portions of the operations of Services or Documentation.

User subscriptions terms:
The Supplier grants to the Customer a non-transferable, non-exclusive right to permit the Authorized Users to use the Services and Documentation during the Subscription Terms solely for internal business operations and for no other purpose. In regards to the Customer’s Authorized Users, the Customer agrees to:

1. Not exceed the maximum amount of Authorized Users based on the number of User
Subscriptions purchased;
2. Not use more than one Authorized User per User Subscription;

3. Not transmit or distribute any Viruses, or anything that could be considered harmful,
threatening, offensive, harassing, obscene, illegal, sexually explicit, violent, discriminatory, or a
direct encouragement to hurt a person or a person’s property.

Due to this clause, the Supplier reserves the right to remove and/or disable the Customer’s access to
any material if the Customer willingly breaks or desires to break said clause.

Additional user subscriptions terms
During the Subscription Term, the Customer may purchase additional User Subscriptions in excess
as indicated in "Fees and service term." To do so, the Customer must:

1. Request the additional amount of User Subscriptions in writing to the Supplier.

2. If the Supplier agrees, the Customer must pay the additional User Subscriptions based on the
amount outlined in "Fees and service term."
Fees and service term As a part of this Agreement, the fees and service term on the Effective Date are as follows: (all fees waived).

Subscription fees
The subscription fees will total (waived) per month, based on (waived) of User Subscriptions at
$(waived) per User Subscription.

Additional user subscription fees
Customer may purchase additional User Subscriptions at $(waived)

Subscription term
The initial subscription term will expire on 2 years from this signed agreement.

Customer data
The Customer affirms to the Supplier that the Customer Data will not violate the intellectual property rights or any other legal rights and will not break the provisions of any law, regulation, or statute in any jurisdiction under applicable laws.
The Customer agrees to create a backup copy of data daily, sufficient enough to be restored should it need be. The Supplier is not responsible for any lost data the Customer incurs due to misuse, nor are they responsible for lost data incurred from a blackout or Virus.

Support services:
The Supplier shall make available a help desk to the Customer during Normal Business Hours. The
Supplier agrees to provide Support Services with equitable skill and care.

The Customer may use the help desk to request or receive Support Services, and the Supplier shall
respond promptly. The Supplier may suspend Support Services if any amount due to be paid by the Customer to the Supplier is late by at least N/A (waived)

Charges and payments (waived)
The Supplier shall provide invoices for the Charges to the Customer from time to time during the
term. The Customer is required to pay the said Payments or Charges to the Supplier within (waived) days after issuing the invoice. The Customer must pay the charges by: (waived)
If the Customer does not pay any amount of the Charge due to the Supplier under this Agreement,
the Supplier may charge interest at the rate of (waived)

Proprietary rights No term in this Agreement allows the transfer or assignment of any intellectual property rights from the Supplier to the Customer or from the Customer to the Supplier. The Supplier owns 100% of the Services and Documentation
included in this Agreement.

Limitation of liability
Nothing in this Agreement will:
1. limit any liability for personal injury or death resulting from negligence;
2. put parties liable for any loss of business, contracts, or opportunities;
3. limit any liability for fraudulent misrepresentation;
4. put parties responsible for any loss of savings or profits;
5. limit any liabilities not allowed under related laws; or
6. prohibit any liabilities that may not be excluded under applicable law.
Terms and conditions
T:1 General Terms: Either Party may terminate this Agreement by providing the other Party with at
least 30 days' written notice. If either Party violates the terms of the contract, either Party may
immediately terminate the Agreement. The Agreement will be terminated if either Party is dissolved, ceases conducting all of its business, is unable to pay its debts, or becomes insolvent. This
agreement will remain in effect for two years and be automatically renewed by both the Supplier and
the Customer. Five TMS AI reserves the right to block, suspend, or terminate any user. Five TMS AI
conducts carrier audits in accordance with FMCSA regulations and the Department of Transportation
code of conduct. Any carriers that become noncompliant or fails auditing will be notified by all parties and/or subject to customer review. If and only if the customer accepts a non-compliant carrier, Five TMS AI is in no way liable for any damages caused by the customer's decision. Five TMS AI is a compliance-certified software that can audit carriers using FMCSA, CSAA, and DOT regulations. Insurance bylaws of the carrier are audited via insurance score reports. Five TMS AI is a legal entity capable of auditing insurance policies. Five TMS AI automation is legally capable of adding clients' insurance certificate holders from the carrier; by signing this agreement, you grant Five TMS AI permission to audit, review, and monitor the carrier's insurance. Five TMS is a 24/7 monitoring automation. This means that Five TMS will monitor carriers' insurance and compliance 24 hours per day, 365 days per year. Five TMS AI is not responsible for any damages caused by the compliance monitoring or auditing automation of Five TMS AI. The customer who signs this agreement will be protected to the fullest extent possible by Five TMS AI. Five TMS AI will assist the client during a legal hearing by providing legal, data, and other backup information. Five TMS AI cloud servers can store user data for up to seven years, regardless of whether the user is banned, terminated, or on hold. FIve TMS AI is a SaaS and will protect the client signing this agreement against all data breaches and back up data; however, the client will not hold FIve TMS AI liable for any breaches or back up data. Five TMS AI will do everything in its power to protect clients in the event of a data breach. However, Five TMS AI's advanced security APIs are extremely secure.

T:2 Cargo Claims: Five TMS AI cargo claims automation is a legally-recognized entity able to file on carrier's insurance. The client authorizes Five TMS AI to file on their behalf when submitting a cargo claim. Five TMS AI employees will assist with all cargo claims and monitor their legitimacy. Five TMS AI onboards carriers with full compliance and imports the carrier's insurance into the profile of the carrier. When submitting a cargo claim, FIVE TMS AI automation will contact the insurance provider of the carrier. The customer grants Five TMS AI permission to assist with all cargo claims, cargo claims filing, and cargo claims in general upon signing this agreement. Five TMS AI is in no way liable for any unpaid cargo claims. Five TMS AI is a software that helps customers file cargo claims more easily and does not guarantee payment of cargo claims. Five TMS AI will assist the signee with any claims involving data, staff, and backup information, should a claim arise. Five TMS AI does its best to vet insurance providers, but if an insurance provider falsifies documents, Five TMS AI reserves the right to pursue legal action. Five TMS AI will safeguard the customer by auditing and vetting the insurance provider, but it is not liable for cargo damages.

T:3 Location Services Privacy: Five TMS AI track and trace, also known as the Track Five app, uses
the location services of a mobile device to track customer carriers. You, the customer, grant Five
TMS AI permission to track and monitor the location services of your carrier upon your request. Once a carrier logs into the Track Five app, location services tracking commences. Location services tracking ends when the carrier is delivered, the carrier ends tracking, or the customer (you) ends tracking with the carrier. Five TMS AI is not responsible for any damages caused by location services to any carrier. Five TMS AI will comply with any and all privacy regulations for location services.

T:4 General Usage and Privacy: Five TMS AI is a cloud-based platform accessible from any location
in the world. Thus, Five TMS AI reserves the right to deny access to a particular country or region.
Five TMS AI is widely accessible in the United States, Canada, and Mexico. If you intend to access Five TMS AI from a country other than the United States, Canada, or Mexico, you should be aware that certain countries do not have access to Five TMS AI servers. These nations include Afghanistan, Iraq, Russia, Iran, and North Korea. The privacy of Five TMS AI users is stored and protected, and Five TMS AI complies with all sanctions imposed by the United States government. The guiding principle of Five TMS AI is to safeguard its users from cyber attacks and criminal hacking. Five TMS AI is authorized to safeguard all non-public user information and will not sell user information to the general public.

T:5 Five TMS AI Carrier Services: Five TMS AI is a marketplace carrier that can only bid on customer
loads and RFPs when specifically invited. Five TMS AI must comply with all laws governing carrier
laws, including FMCSA and DOT. Five TMS AI must maintain insurance requirements of $250,000
for cargo, $5,000,000 for general liability, $2,000,000 for workers' compensation, and $2,000,000 for auto. This is a contingent insurance policy that is required for Five TMS AI carrier services. Five TMS AI meets the requirements to transport freight from one location to another in the United States, Canada, and Mexico if awarded a contract. Five TMS AI is always compliant with federal and state regulations and provides a carrier service. Five TMS AI is also a freight broker and can transport your property if you award the freight to Five TMS AI. If Five TMS AI bids on your freight, it can act as a carrier at any time to move your freight. Five TMS AI will NEVER act as another entity to move your freight on your behalf. Five TMS AI is its own entity, a freight broker service that bids on freight using its legal name (Five TMS AI Marketplace). If Five TMS AI was awarded freight, it would be responsible for tracking, moving, and fulfilling all freight broker requirements for a general shipment
tendered. You, the customer, are not required to award freight to Five TMS AI and may do so at your discretion. Five TMS AI will submit bids for freight sent to the marketplace or sent directly to Five TMS AI. Five TMS AI will sign any freight broker contracts, agreements that you the customer may have and will comply with customers (you) conditions.

General terms, No waiver.
A breach in said Agreement shall not be waived except with the written consent of the Party not
responsible for the violation.
Severability If any provisions of this Agreement are determined to be unlawful or enforceable by any court or competent authority, all other provisions in this Agreement will continue in effect.

Entire agreement,
This Agreement includes the entire agreement between the Supplier and the Customer and replaces all past Agreements, understandings, and representations of the Parties, whether written or oral.

Governing law
This Agreement shall be governed by and constructed in accordance with Florida. The parties agree that the courts of Florida have exclusive jurisdiction to settle any claim or dispute that arises out of this Agreement.